071B2200066.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 24 to Contract Number MA071B2200066C

C O

N

TR

A C

TO

R

CHARTER COMMUNICATIONS

HOLDING COMPANY LLC

1392 Trade Centre Drive

Traverse City MI 49696

Angelica Lopez-Hoag

(616) 607-4382

Angelica.Lopez-Hoag@Charter.com

CV0051137

ST

A

TE

Pr og ra m

M an ag er

Jennifer Scriver DTMB

517-284-9230

ScriverJ@michigan.gov

C on tr ac t A dm in is tr at or Mecca Martin DTMB

517-230-5694

MartinM42@michigan.gov

CONTRACT SUMMARY

Commercial Broadband & Cable TV

INITIAL EFFECTIVE DATE

December 9, 2011

INITIAL EXPIRATION DATE

December 9, 2016

INITIAL AVAILABLE OPTIONS

4 - 1 Year

EXPIRATION DATE

BEFORE

December 8, 2028

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

41 Months

REVISED EXP. DATE

CURRENT VALUE

$5,713,898.43

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$5,713,898.43

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective 2/17/2026, the following amendment is incorporated into this Contract:

The State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted standards and procedures regarding accessibility requirements for websites, applications, content, and electronic documents. Due to a change in the law, the State is required to comply with specific accessibility standards for websites, applications, content, and documents.

Starting 4/24/2026, throughout the Term, Contractor will use commercially reasonable efforts to make all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract, in compliance with WCAG 2.1 Level AA.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 23 to Contract Number MA071B2200066C

C O

N

TR

A C

TO

R

CHARTER COMMUNICATIONS

HOLDING COMPANY LLC

1392 Trade Centre Drive

Traverse City MI 49696

Angelica Lopez-Hoag

(616) 607-4382

Angelica.Lopez-Hoag@Charter.com

CV0051137

ST

A

TE

Pr og ra m

M an ag er

Jennifer Scriver DTMB

ScriverJ@michigan.gov

C on tr ac t A dm in is tr at or Mecca Martin DTMB

(517) 230-5694

MartinM42@michigan.gov

CONTRACT SUMMARY

Commercial Broadband & Cable TV

INITIAL EFFECTIVE DATE

December 9, 2011

INITIAL EXPIRATION DATE

December 9, 2016

INITIAL AVAILABLE OPTIONS

4 - 1 Year

EXPIRATION DATE

BEFORE

December 8, 2028

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE

$4,605,000.00

VALUE OF CHANGE NOTICE

$1,108,898.43

ESTIMATED AGGREGATE CONTRACT VALUE

$5,713,898.43

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective 2/17/2026, this Contract is increased by $1,108,898.43 for Statewide use on Commercial Broadband and Cable TV.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agencyagreement, DTMB Central Procurement Services approval, and State Administrative Board approval on 2/17/2026.

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Michigan .gov/MiProcure ment

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STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and CHARTER COMMUNICATIONS OPERATING, LLC, on behalf of itself and those operating subsidiaries providing the services hereunder (which may be referred to herein collectively or individually as “Spectrum” or “Charter” or “Contractor”). This Contract is effective on 09/26/2025 (“Effective Date”), and unless terminated, expires on 12/8/2028 (the “Term”). This Contract is an extension to Contract No. 071B2200066

Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice. The parties agree as follows:

Duties of Contractor. Contractor must perform the services and provide the Deliverables (defined below) (the “Contract Activities”) described in a Statement of Work, the initial Statement of Work is attached as Schedule A – Statement of Work.

An obligation to provide delivery of any commodity is considered a service and is a Contract Activity. For the purposes of this Contract, (i) “Deliverables” shall refer to all project materials, including Goods (as defined below) software licenses, data and documentation during the rendering of services hereunder and (ii) “Goods” shall refer to articles of trade or items of merchandise, supplies, raw materials, or finished products.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities unless otherwise specified in a Statement of Work.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not unreasonably and materially interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; and (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract and (i) while using State equipment or interacting with State Data (except for publicly available service locations and contact names and information found on Service Order(s)) comply with all State physical and IT security policies and standards which will be made available upon request. Any breach under this paragraph is considered a material breach.

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Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

Notices. All notices and other communications required or permitted under this Contract must be in writing. Except for notice to terminate the Contract or to disconnect any Contract Activities, all other notices shall be considered given and received: (a) when verified by written receipt if sent by courier; (b) when sent by nationally recognized overnight delivery service or certified mail, return receipt requested to the following addresses:

If to Contractor:

Charter Communications Operating, LLC ATTN: Commercial Customer Agreements Corporate - Legal Operations 12405 Powerscourt Drive St. Louis, MO 63131

Notices to the State shall be sent to the State’s Contract Administrator as set forth in the Statement of Work.

Each party may change its respective address(es) for legal notice by providing notice to the other party.

Contract Administrator. The Contract Administrator, or the individual duly authorized for each party, is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”).

Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”).

Reserved.

Insurance Requirements.

a. General Requirements. Contractor, at its sole expense, must maintain the insurance coverage as specified herein for the duration of the Term. Minimum limits may be satisfied by any combination of primary liability, umbrella or excess liability, and self-insurance coverage. Failure to maintain required insurance does not limit this waiver.

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b. Qualification of Insurers. Except for self-insured coverage, all policies must be written by an insurer with an A.M. Best rating of A- VII or higher unless otherwise approved by DTMB Enterprise Risk Management.

c. Primary and Non-Contributory Coverage. All policies for which the State of Michigan is required to be named as an additional insured must be on a primary and non-contributory basis.

d. Claims-Made Coverage. If any required policies provide claims-made coverage, Contractor must:

(1) Maintain coverage and provide evidence of coverage for at least 3 years after the later of the expiration or termination of the Contract or the completion of all its duties under the Contract;

(2) Purchase extended reporting coverage for a minimum of 3 years after completion of work if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Effective Date of this Contract

e. Proof of Insurance

(1) Insurance certificates showing evidence of coverage as required herein must be submitted to the Contract Administrator within 10 days of the contract execution date.

(2) Renewal insurance certificates must be provided on annual basis or as otherwise commensurate with the effective dates of coverage for any insurance required herein.

(3) Insurance certificates must be in the form of a standard ACORD Insurance Certificate unless otherwise approved by DTMB Enterprise Risk Management.

(4) All insurance certificates must clearly identify the Contract Number (e.g., notated under the Description of Operations on an ACORD form).

(5) Reserved.

(6) In the event any required coverage is cancelled, Contractor must provide written notice to the Contract Administrator no later than 5 business days following such cancellation.

f. Subcontractors. Contractor is responsible for ensuring its subcontractors carry and maintain appropriate insurance coverage.

g. Limits of Coverage & Specific Endorsements. (See Table 6.1 Below)

TABLE 6.1

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Required Limits Additional Requirements Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $2,000,000 Products/Completed Operations $2,000,000 General Aggregate

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 20 10 12 19 and CG 20 37 12 19.

Umbrella or Excess Liability Insurance Minimum Limits:

$5,000,000 General Aggregate

Contractor must have their policy follow form.

Automobile Liability Insurance Minimum Limits:

$1,000,000 Per Accident Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance Minimum Limits:

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance Minimum Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease

Professional Liability (Errors and Omissions) Insurance Minimum Limits:

$3,000,000 Each Occurrence $3,000,000 Annual Aggregate

h. Non-Waiver. This Section 6 is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract, including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State.

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Reserved.

Reserved.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

Reserved.

Subcontracting. Without releasing it of any of its obligations hereunder, Contractor may at any time, without notice to the State, utilize the services of a Subcontractor in connection with the performance of Contractor’s obligations under the Contract.

Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. Contractor will not use a subcontractor who is either debarred or otherwise not able to perform work for the State The State, in its sole discretion, may require the replacement of any subcontractor and shall not exercise this right in a manner that obligates Contractor to perform an unlawful act.

Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel providing services by providing a notice to Contractor and shall not exercise this right in a manner that obligates Contractor to perform an unlawful act.

Reserved.

State Security Policies.

While using State IT Equipment, and Resources, all contractor personnel shall be expected to comply with State acceptable use policies for State IT equipment and resources. See:

https://www.michigan.gov/documents/dtmb/1340.00.01_Acceptable_Use_of_Information_Technology_Standard_ 458958_7.pdf (AUP) and https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755--- ,00.html (State PSP) Contractor will be provided an advance copy of any such procedures and policies upon request.

Assignment. Contractor may not assign its rights and obligations under this Contract, in whole or in part without the prior approval of the State unless such assignment is made to affiliates controlling, controlled by or under common control with Contractor, or to its success-in-interest if Contractor sells some or all of the https://www.michigan.gov/documents/dtmb/1340.00.01_Acceptable_Use_of_Information_Technology_Standard_458958_7.pdf https://www.michigan.gov/documents/dtmb/1340.00.01_Acceptable_Use_of_Information_Technology_Standard_458958_7.pdf https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.html https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.html https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.html http://www.michigan.gov/dit.%20Contractor

Version 2023-1 Page 6 underlying communications system(s) -. The State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to another government entity. State understands and agrees that, regardless of any assignment by Contractor, the rights and obligations of Contractor in the Contract may accrue to, or be fulfilled by, any affiliate, as well by Contractor or its approved subcontractors.

Change of Control. Contractor will notify the State, within 60 days of any public announcement or otherwise once legally permitted to do so, of a Change of Control.

For purposes of this Contract, a “Change of Control” means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) consummation of a merger or consolidation of Contractor with any other entity; (d) or the board (or the stockholders) approves a plan of complete liquidation. A Change of Control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes, or any transaction or series of transactions that effectuates a mere internal reorganization of Contractor, its parent, and/or its subsidiaries

In the event of a Change of Control, and to the extent applicable, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in a Statement of Work.

Acceptance. To the extent the Contract Activities involve Deliverables, such Deliverables are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in a Statement of Work. If the Deliverables are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Deliverables are accepted but noted deficiencies must be corrected; or

(b) the Deliverables are rejected. If the State finds material deficiencies, it may: (i) reject the Deliverables without performing any further inspections; and (ii) demand performance at no additional cost. For the avoidance of doubt, the State will be billed in accordance with this Contract during the State Review Period.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Deliverables, Contractor must cure, at no additional cost, the deficiency and deliver acceptable Deliverables to the State.

If acceptance with deficiencies or rejection of the Deliverables impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the

Version 2023-1 Page 7 time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, including any applicable Service Level Agreement(s) the State may invoke the remedies available to it under the applicable SLAs.

Delivery. Contractor must deliver all Deliverables F.O.B. destination, within the State premises with transportation and handling charges paid by Contractor, unless otherwise specified in a Statement of Work. All containers and packaging become the State’s exclusive property upon acceptance.

Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to Deliverables remains with Contractor. Contractor is responsible for filing, processing, and collecting all damage claims. The State will record and report to Contractor any evidence of visible damage.

Warranty Period. In the event Deliverables are not functioning properly and causing Contract Activities to not meet the applicable Service Level Agreement(s), then Contractor will remedy the outage in line with the applicable Service Level Agreement(s) (which, for avoidance of doubt, may include replacement of Deliverables).

Invoices and Payment. All undisputed amounts are payable within forty-five (45) days of the State’s receipt. Invoices must include an itemized statement of all charges.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute in line with Michigan’s prompt payment act (MCL 17.51 – 17.57). Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities.

Undisputed amounts not paid within forty-five (45) days of the invoice date shall be past due and subject to a late fee pursuant to MCL 17.54.of Contract Activities have been suspended, prior to resuming Contract Activities, Contractor may require the State to pay any outstanding undisputed charges, a reconnect fee (in accordance with the rates set forth in Schedule B), and one monthly recurring charge in advance before reconnecting services.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

http://www.michigan.gov/SIGMAVSS

Mich igan .gov/MiProcure ment

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Liquidated Damages, if applicable, will be assessed as described in a Statement of Work. The parties understand and agree that any liquidated damages (which includes but is not limited to applicable credits) set forth in this Contract are reasonable estimates of the State’s damages in accordance with applicable law. The parties acknowledge and agree that Contractor could incur liquidated damages for more than 1 event. The assessment of liquidated damages will not constitute a waiver or release of any other remedy the State may have under this Contract for Contractor’s breach of this Contract, including without limitation, the State’s right to terminate this Contract for cause under Section 24 and the State will be entitled in its discretion to recover actual damages caused by Contractor’s failure to perform its obligations under this Contract. However, the State will reduce such actual damages by the amounts of liquidated damages received for the same events causing the actual damages. Amounts due the State as liquidated damages may be set off against any fees payable to Contractor under this Contract, or the State may bill Contractor as a separate item and Contractor will promptly make payments on such bills.

Disclaimer of Warranty. THE STATE ASSUMES TOTAL RESPONSIBILITY FOR

USE OF THE SERVICE AND CONTRACTOR EQUIPMENT, AND USES THE SAME

AT ITS OWN RISK, AND FOR ACCESS TO AND SECURITY OF THE STATE’S

EQUIPMENT AND THE STATE’S NETWORK. CONTRACTOR EXERCISES NO

CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE

APPLICATIONS OR CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE

SERVICE AND CONTRACTOR EXPRESSLY DISCLAIMS ANY RESPONSIBILITY

FOR SUCH APPLICATIONS OR CONTENT.

EXCEPT AS SPECIFICALLY SET FORTH IN THIS CONTRACT, THE SERVICE,

CONTRACTOR EQUIPMENT, AND ANY CONTRACTOR MATERIALS ARE

PROVIDED “AS IS, WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND,

EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO

WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA

ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A

PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY

CONTRACTOR, ITS AFFILIATES OR ITS SUBCONTRACTORS OR THEIR

RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. CONTRACTOR

DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET THE

STATE’S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD

PARTIES, WILL BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT

DEGRADATION OF VOICE QUALITY OR WITHOUT LOSS OF CONTENT, DATA

OR INFORMATION, OR THAT ANY MINIMUM TRANSMISSION SPEED IS

GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THE CONTRACT,

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CONTRACTOR DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT

PROVIDED BY CONTRACTOR WILL PERFORM AT A PARTICULAR SPEED,

BANDWIDTH, OR THROUGHPUT RATE. IN ADDITION, THE STATE

ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE

MAY NOT BE SECURE.

THE STATE FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA,

MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED,

DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE

SERVICE IS DONE AT THE STATE’S OWN DISCRETION AND RISK AND THAT

THE STATE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE

STATE’S OR ANY END USER’S EQUIPMENT OR LOSS OF SUCH DATA,

MATERIAL OR TRAFFIC DURING, OR RESULTING FROM, THE STATE’S OR

ANY END USER’S USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION,

VIA SENDING OR RECEIVING, UPLOADING OR DOWNLOADING, OR OTHER

TRANSMISSION OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, THE

STATE ACKNOWLEDGES AND AGREES THAT CONTRACTOR’S THIRD-PARTY

SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER

UNDER THIS CONTRACT, AND CONTRACTOR DOES NOT MAKE ANY

WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS

CONTRACT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE

IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE,

FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA

ACCURACY OR QUIET ENJOYMENT.

Termination for Cause. (a) The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (i) endangers the value, integrity, or security of any State facility, data, or personnel; (ii) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (iii) engages in any conduct that may expose the State to liability not otherwise due under this Contract; or (iv) breaches any of its material duties or obligations under this Contract; and fails to cure such breach within the time stated by the State in a notice of breach, such cure period not to be shorter than thirty (30) days. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

(b) If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must:

(i) cease performance immediately. Contractor must submit all invoices for Contract Activities accepted by the State within 180 days of the date of termination. Failure to submit an invoice within that timeframe will constitute a

Version 2023-1 Page 10 waiver by Contractor for any amounts due to Contactor for Contract Activities accepted by the State under this Contract or

(ii) continue to perform for a specified period.

If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 25, Termination for Convenience.

If the State terminates this Contract under this Section 25, the State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination. Contractor must promptly reimburse to the State any fees prepaid by the State including any prepaid fees.

Termination for Convenience. The State may terminate this Contract or any Statement of Work/Service Order for its convenience, in whole or part, if the State determines that a termination is in the State’s best interest. Reasons for the termination must be left to the sole discretion of the State and may include, but not necessarily be limited to (i) the State no longer needs the Services or products specified in the Contract, (ii) program changes, changes in laws, rules, or regulations make implementation of the Services no longer practical or feasible, in which case no Termination Charges will be applicable, or (iii) falsification or misrepresentation, by inclusion or non-inclusion, of information material to a response to any RFP issued by the State. The State may terminate this Contract for its convenience, in whole or in part, by giving Contractor written notice at least 30 days before the date of termination, subject to payment of all outstanding amounts due, payment of any applicable Termination Charges (as defined in Schedule B) except in the case of termination due to those issues listed in subsection (b), and the return of any Spectrum Equipment. If the State chooses to terminate this Contract in part, the charges payable under this Contract must be adjusted to reflect those Services/Deliverables that are terminated. Services and related provisions of this Contract that are terminated for convenience must cease on the effective date of the termination.

The State may disconnect a service or all services under the Contract by following the instructions available at this link:

https://enterprise.spectrum.com/support/faq/account/how-to-cancel-service.html (such instructions in the link may be updated from time to time).

https://enterprise.spectrum.com/support/faq/account/how-to-cancel-service.html

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a. Non-Appropriations Notwithstanding anything to the contrary in the Contract, if funds are not appropriated for a fiscal year for service locations (a “Non-Appropriation”), Customer shall have the right to terminate, without liability, such Services at the affected service location(s) (“Non-Appropriated Services”) as of the end of the funded fiscal year (or such shorter funded term, if applicable).

The foregoing termination right is conditioned upon the following: State shall (i) provide Contractor with at least thirty (30) days written notice of termination prior to the start of such fiscal year (or within five (5) days following budget approval, if budget approval occurs less than 30 days prior to or following the start of such fiscal year); (ii) pay Contractor, to the extent that funds are available, for all amounts due for Non-Appropriated Services through the date of termination; (iii) to the extent that funds are available, for the Non-Appropriated Services, pay Spectrum upon receipt of invoice all construction and installation expenses that were previously accepted by State and actually incurred by Contractor related to the Non- Appropriated Services, including, without limitation, any applicable third-party termination charges; and (iv) return to Spectrum or permit Spectrum to remove, in Spectrum’s discretion, the Spectrum Equipment in the same condition as when received, ordinary wear and tear excepted. Customer shall be responsible for reimbursing Spectrum for the repair or replacement of any Spectrum Equipment not returned in accordance with this paragraph.

b. Portability After the first twelve (12) months following the execution of the Initial Order Term for a particular State service location hereunder, and upon at least sixty (60) days prior written notice to Contractor, the State may elect to terminate and move a Service from an existing service location (the “Original Location”) to a new location within the Contractor service area where use of a third-party service provider is not required (“New Location”). Such termination and relocation shall not be subject to a Termination Charge provided that State: (a) provides notice to Contractor of the date on which Contractor is to terminate Service at the Original Location (including, without limitation, applicable third-party termination charges); and (b) pays Contractor, in accordance with the terms set forth in this Contract, upon receipt of invoice all applicable OTCs associated

Version 2023-1 Page 12 with the replacement Service at the New Location. Additionally, the replacement Service at the New Location must have a value (determined by multiplying the number of months in the replacement Service’s Initial Order Term by such Service’s MRC) equal to or greater than the remaining value in the original Service (such value determined by multiplying the number of months remaining in the original Services Initial Order Term by such Service’s MRC).

Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) transferring title in and delivering to the State, at the State’s discretion, all completed deliverables prepared under this Contract as of the Contract termination date; and (c) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). This Contract will automatically be extended through the end of the transition period.

Return of State Property. Upon termination or expiration of this Contract for any reason, Contractor will make reasonable efforts, to preserve, maintain, protect, destroy or return to the State all materials, property, and confidential information provided directly to the Contractor by any entity, agent, vendor, or employee of the State within ninety (90) days.

Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (”Claims”), to the extent such Claims arise directly from: (a) Contractor’s (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) failure to comply with the laws expressly applicable to Contractor’s performance of the Contract Activities and/or; (b) any bodily injury, death, or damage to real or tangible personal property occurring wholly due to action or inaction by Contractor.

The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced.

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The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense, at its own cost and expense, if the State deems necessary. Contractor will not, without the State’s prior written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding.

Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

The State understands and agrees that Contractor disclaims and shall not be responsible for any liability to the full extent that such arises from the State’s misrepresentation with regard to or noncompliance with the terms of this Contract and/or any Service Order, the State’s failure to comply with applicable law, and/or the State’s negligence or willful misconduct. The State is solely responsible for the use and receipt of the Contract Activities, for its own personnel and their acts and omissions The State is constitutionally prohibited from indemnifying Contractor or any third parties.

Infringement Remedies. Contractor agrees, at its own expense, to indemnify, defend and hold harmless the State against any and all claims, liabilities, lawsuits, direct damages, losses, judgments, costs, fees and expenses incurred by the State (including, but not limited to, reasonable attorneys’ fees and court costs), to the extent that such arise directly from third party claims that any of the Contractor’s Equipment (as defined in Schedule B)and/or Contractor’s Network (as defined in Schedule B) (collectively, the “Contractor System”) used to perform the Contract Activities infringes upon the intellectual property rights of such third party (collectively, “IP Claims”). , Notwithstanding anything to the contrary herein, Contractor shall have no indemnification obligation with respect to any IP Claim arising out of: (i) content, materials or data transmitted via the Contractor System or Contract Activities; (ii) use of the Contractor System or Contract Activities in combination with products, materials, applications, methods, or other items not furnished by Contractor; (iii) a modification of the Contractor System or Contract Activities not required or directed by Contractor; or (iv) use of the Contractor System or Contract Activities in an unauthorized manner or in breach of this Contract. If an IP Claim for which Contractor has an indemnification obligation under this Section is, or in the State’s reasonable opinion is likely to be made, then the State will promptly notify Contractor of such claim or proceeding in writing that references this Section of this Agreement and Contractor shall, at Contractor’s expense and sole direction, take one or more of the following actions: (a) procure for the State the right to continue using the Contractor system consistent with this Contract, including

Version 2023-1 Page 14 through the defense until a final non-appealable judgement of such IP Claim, (b) replace or modify the same so that it becomes non-infringing, or (c) accept its return by the State with a refund of any prepaid Fees for Services not yet provided.

Limitation of Liability and Disclaimer of Damages.

Neither the Contractor nor the State shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, exemplary, reliance, punitive or special damages (including lost business, revenue profits, or goodwill) arising in connection with this Contract or the provision of Contract Activities. The foregoing limitation of liability shall not apply to any of the State’s payment obligations under this Contract. EXCEPT FOR ANY OF THE STATE’S PAYMENT OBLIGATIONS

HEREUNDER, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE

OTHER PARTY WITH RESPECT TO ANY AND ALL LOSSES, DAMAGES, AND

CAUSES OF ACTION SHALL NOT EXCEED THE LESSER OF: (i) THE

AGGREGATE AMOUNT, (EXCLUDING ONE TIME CHARGES), PAID OR

PAYABLE BY THE STATE TO CONTRACTOR UNDER THIS CONTRACT IN THE

TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE

TO THE CLAIM OR (ii), ONE MILLION DOLLARS. CONTRACTOR SHALL NOT

BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT

OF THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO

REACH 911 OR ANY OTHER EMERGENCY SERVICES, THE INABILITY TO

CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER

MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING

TO STATE-PROVIDED EQUIPMENT, FACILITIES, OR SERVICES. THE

FOREGOING DOLLAR CAP ON LIABILTY SHALL NOT APPLY WITH RESPECT

TO (A) INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 29 OF THIS

CONTRACT; (B) INJURY OR DEATH TO AN INDIVIDUAL ARISING DUE TO A

PARTY’S NEGLIGENCE; (C) DAMAGE TO TANGIBLE PERSONAL OR REAL

PROPERTY ARISING FROM A PARTY’S NEGLIGENCE; OR (D) WILLFUL

MISCONDUCT.

Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 60 calendar days of receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively, “Proceeding”) involving Contractor, a subcontractor, or an officer or director, that Contractor believes, to the best of its knowledge, will materially and adversely impact Contractor’s ability to provide the Services under this Contract.

State Data. All data and information provided to Contractor by or on behalf of the State, and all data and information derived therefrom, is the exclusive property of the State (“State Data”); this definition is to be construed as broadly as possible.

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Upon request, Contractor will provide to the State, or a third party designated by the State, provided that such third party may be required to sign a non-disclosure agreement before any subsequent disclosure, all State Data within 10 calendar days of the request and in the format requested by the State. Contractor will assume all costs incurred in compiling and supplying State Data. No State Data may be used for any marketing or commercial purposes.

Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties.

a. Meaning of Confidential Information. For the purposes of this Contract, the term “Confidential Information” means all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; or, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was or is: (a) subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing party without an obligation of confidentiality; or,

(e) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party).

b. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to a subcontractor is permissible where: (a) use of a subcontractor is authorized under this Contract; and (b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and (c). Contractor shall be responsible for its subcontractors non-permitted disclosure, if any, of the State’s Confidential Information.

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c. Cooperation to Prevent Disclosure of Confidential Information. Each party must use commercially reasonable efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party must advise the other party promptly in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

d. Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.

e. Surrender of Confidential Information upon Termination. Upon termination of this Contract or a Statement of Work, in whole or in part, each party must, within 30 calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession, custody, or control; provided, however, that Contractor must return State Data (except for publicly available service locations and contact names and information found on Service Order(s)) to the State following the timeframe and procedure described further in this Contract. Should Contractor or the State determine that the return of any Confidential Information is not feasible, such party must destroy the Confidential Information and must certify the same in writing within 30 calendar days from the date of termination to the other party. However, the State’s legal ability to destroy Contractor data may be restricted by its retention and disposal schedule, in which case Contractor’s Confidential Information will be destroyed after the retention period expires.

Reserved.

Records Maintenance, Inspection, Examination, and Audit. To the extent mandatory and required by MCL 18.1470, the State or its designee may audit Contractor to verify compliance with this Contract. Contractor must retain and provide to the State or its designee and the auditor general upon request, all records related to the Contract through the term of the Contract and for 4 years after the latter of termination, expiration, or final payment under this Contract or any extension (“Audit Period”). If an audit, litigation, or other action involving the records is initiated before

Version 2023-1 Page 17 the end of the Audit Period, Contractor must retain the records until all issues are resolved. Audits shall be limited to records pertaining to the Contract Activities and not with respect to other Contractor customers. For clarity, it is acknowledged that the requirements set forth in Section 34 Non-Disclosure of Confidential Information apply regardless of whether such auditor is an employee of the State. Audits, if any, shall be upon reasonable notice to Contractor, at reasonable business hours and be conducted in a reasonable manner. Audits, if any, shall be at the State’s sole cost and expense. The Parties acknowledge and agree that that nothing set forth herein is intended to or will restrict the authority of Michigan’s Auditor General under law.

Contractor must cooperate and provide reasonable assistance. If financial errors are revealed, the amount in error must be reflected as a credit or debit on subsequent invoices until the amount is paid or refunded. Any remaining balance at the end of the Contract must be paid or refunded within 45 calendar days.

This Section applies to Contractor, any parent, affiliate, or subsidiary organization of Contractor, and any subcontractor that performs Contract Activities in connection with this Contract.

39. Representations and Warranties. Contractor represents and warrants: (a) Contractor is the owner or licensee of any Contract Activities that it licenses, sells, or develops and Contractor has the rights necessary to convey title, ownership rights, or licensed use; (b) all Contract Activities are delivered free from any security interest, lien, or encumbrance and will continue in that respect; (c) the Contract signatory has the authority to enter into this Contract; (d) all information furnished by Contractor in connection with the Contract fairly and accurately represents Contractor's business, properties, finances, and operations as of the dates covered by the information, and Contractor will inform the State of any material adverse changes; (e) all information furnished and representations made in connection with the award of this…