071B2200126.pdf

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Commercial Broadband, Cable TV, and Basic Internet

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 8, 2012 February 7, 2017 4 - 1 Year February 7, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

n/a

P-Card Direct Voucher (PRC) Other Yes No

1401 E. Miller Road Ste. 100

Lansing MI 48911

Jeffrey Judson

248-219-9276

JEFFREY_JUDSON@comcast.com

CV0007355

Comcast Cable Communications Management, LLC

C O

N

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A C

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517-284-9230

ScriverJ@michigan.gov

Mecca Martin

(517) 230-5694

DTMB

Jennifer Scriver DTMB

MartinM42@michigan.gov

C on tr ac t A dm in is tr at or

Pr og ra m

M an ag er

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n/an/a

Change Notice Number 27

Contract Number MA071B2200126C to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$7,859,790.31 $0.00 $7,859,790.31

DESCRIPTION

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

This amendment serves to clarify the intent of Section 21 of the Contract. Effective November 13, 2025, the Contractor shall not charge the State for paper billing. For administrative purposes, and in accordance with Section 21, the State shall continue to receive paper billing at no cost, as originally awarded. No other changes are made to the Contract.

Any charges for paper billing invoiced to the State prior to November 13, 2025, are deemed null and void, and the Contractor will issue credit(s) on future invoices to the State for any such charges.

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

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Commercial Broadband, Cable TV, and Basic Internet

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 8, 2012 February 7, 2017 4 - 12 Months February 7, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

n/a

P-Card Direct Voucher (PRC) Other Yes No

1401 E. Miller Road Ste. 100

Lansing MI 48911

Jeffrey Judson

248-219-9276

JEFFREY_JUDSON@comcast.com

CV0007355

Comcast Cable Communications Management, LLC

C O

N

TR

A C

TO

R

517-284-9230

ScriverJ@michigan.gov

Mecca Martin

(517) 230-5694

DTMB

Jennifer Scriver DTMB

MartinM42@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

n/an/a

Change Notice Number 26

Contract Number MA071B2200126C to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$7,859,790.31 $0.00 $7,859,790.31

DESCRIPTION

Effective 07/21/2025, the contract is amended to incorporate the below ADA Compliance Language. No additional funding is required.

Please note the Contract Administrator has been changed to Mecca Martin.

Please note the State Program Manager has been changed to Jennifer Scriver.

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, 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, must comply 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.

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Ashley Adrian

(517) 331-4622

AdrianA1@michigan.gov

Mecca Martin

517-230-5694 martinm42@michigan.gov

STATE CONTACTS

DTMBC

ontract

A dm inistrator

Program

M anager

DTMB

Comcast Cable Communications Management, LLC 1401 E. Miller Road Ste. 100 Lansing MI 48911

Jeffrey Judson

248-219-9276

JEFFREY_JUDSON@comcast.com

CV0007355

N

EW

C O

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CONTRACT SUMMARY

Commercial Broadband, Cable TV, and Basic Internet

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE February 8, 2012 February 7, 2017 4 - 12 Months February 7, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

n/a

P-Card Direct Voucher (PRC) Other NoYes n/an/a

Contract Number MA071B2200126C to

Comcast Cable Communications Management, LLC 1401 E. Miller Road Ste. 100 Lansing MI 48911

Beth Hubrecht

248-228-5303

Beth_Hubrecht@comcast.com

CV0007355

C U

R R

EN

T C

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A

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Change Notice Number 25

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$7,859,790.31 $0.00 $7,859,790.31

DESCRIPTION

Please note the Contractor Contract Administrator has been changed to Jeffrey Judson. All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Commercial Broadband, Cable TV, and Basic Internet

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 8, 2012 February 7, 2017 4 - 12 Months March 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

n/a

P-Card Direct Voucher (PRC) Other Yes No

1401 E. Miller Road Ste. 100

Lansing MI 48911

Beth Hubrecht

248-228-5303

Beth_Hubrecht@comcast.com

CV0007355

Comcast Cable Communications Management, LLC

C O

N

TR

A C

TO

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(517) 331-4622

AdrianA1@michigan.gov

Lauren Stempek

(517) 243-4008

DTMB

Ashley Adrian DTMB

StempekL@Michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

n/an/a

Change Notice Number 24

Contract Number MA071B2200126C to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$7,797,161.31 $62,629.00 $7,859,790.31

DESCRIPTION

Effective 4/28/2025, the Michigan Department of Transportation (MDOT) hereby adds $62,629.00 in funding to cover costs associated with the installation of a new EPLS circuit at I-96 & Kent Lake Rd in Milford, MI (at ITS node

22) for 3 years at 1 gig per the attached quote.

Please note that the Program Manager for the State has been updated to Ashley Adrian.

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

Michigan.gov/MiProcurement

Version 2021-1 1 of 3

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

EPLS Circuit Installation

Period of Coverage:

36 Months

Requesting Department:

Michigan Department of Transportation

Date:

4/28/2025

Agency Project Manager:

Rob Marz (MDOT)

Phone:

(248) 228-0199

DTMB Project Manager:

Ashley Adrian

Phone:

(517) 331-4622

SCOPE OF WORK:

Contractor will install a new EPLS circuit East of I-96 and Kent Lake Rd., in New Hudson, MI at 1 gig for three (3) years.

Comcast to coordinate with MDOT/MDOT ITS Maintenance Contractor for installation, testing and verification data is being transmitted to the satisfaction of MDOT.

PROJECT CONTROL AND REPORTS:

Comcast to provide notice once Install is complete and operational.

PAYMENT SCHEDULE:

Payment will be made once install is complete, operational and MDOT has satisfactory acceptance of work performed. Payment will be made on a monthly basis for service provided. DTMB will pay CONTRACTOR upon receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order not more often than monthly. DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees. When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense.

Payment shall be considered timely if made by DTMB within forty-five (45) days after receipt of properly completed invoices.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

Version 2021-1 2 of 3

PROJECT CONTACTS:

The designated Agency Project Manager is:

Rob Marz

MDOT

1060 W Fort St Detroit, MI 48226

(248) 228-0199 MarzR2@michigan.gov

The designated DTMB Project Manager is:

Ashley Adrian

DTMB

7285 Parsons Rd Dimondale, MI 48821

(517) 331-4622 AdrianA1@michigan.gov

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at:

Project Address for reference: 60540 Grand River, New Hudson, MI 48165

Actual GPS coordinates for location of ITS cabinet to house Comcast Equipment:

42.517577, -83.647795

Coordinate with Mike Mozola (IB) on behalf of MDOT for all field work activities. His cell is (586) 567-0167.

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing.

No overtime will be permitted.

tel:(586)%20567-0167 mailto:MarzR2@michigan.gov mailto:AdrianA1@michigan.gov

Version 2021-1 3 of 3

PROJECT PLAN:

Summary of Service Charges Service Term – 36 Months

Current Monthly Recurring Charges: $0.00 Current Trunk Services Monthly Recurring Charges:

$0.00

Total Current Monthly Recurring Charges (all Services):

$0.00

Change Monthly Recurring Charges: $710.00 Change Trunk Services Monthly Recurring Charges:

$0.00

Change Monthly Recurring Charges (all Services):

$710.00

Total Monthly Recurring Charges: $710.00 Total Trunk Services Monthly Recurring Charges:

$0.00

Total Monthly Recurring Charges (all Services):

$710.00

Summary of Standard Installation Fees*

Total Standard Installation Fees: $0.00 Total Trunk Services Standard Installation Fees: $0.00 Total Standard Installation Fees (all Services)

$0.00

Summary of Custom Installation Fees*

Total Custom Installation Fees: $62,629.00

Summary of Monthly Equipment Fees* Current Services Equipment Fee Monthly Recurring Charges: $0.00 Current Trunk Services Equipment Fee Monthly Recurring Charges: $0.00 Current Equipment Fee Monthly Recurring Charges (all Services): $0.00

Change Services Equipment Fee Monthly Recurring Charges: $0.00 Change Trunk Services Equipment Fee Monthly Recurring Charges: $0.00 Change Equipment Fee Monthly Recurring Charges (all Services): $0.00

Total Service Equipment Fee Monthly Recurring Charges: $0.00 Total Trunk Service Equipment Fee Monthly Recurring Charges: $0.00 Total Equipment Fee Monthly Recurring Charges (all Services): $0.00

Actn. Service(s) Dscrp. Service Location A* Service Location Z*

Tax Jurisdiction

Qty Monthly One- Time

Add Ethernet Network Interface – Gig E

Port New Hudson / 60999 Grand River A

Interstate 1 $146.04 $0.00

Add Ethernet Network Interface – Gig E

Port Detroit Hub / 1060 Fort St

Interstate 1 $146.04 $0.00

Add EPL – Basic Network Bandwidth

Mbps

New Hudson / 60999 Grand River A

Detroit Hub / 1060 Fort St

Interstate 1 $417.91 $0.00

Subtotal: $710.00

Line Service(s) City State Zip Code Incremental Equipment Fee

1 Kent Rd I 96 New Hudson MI 48165 $0.00 2 1060 Fort St Detroit MI 48226 $0.00

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Commercial Broadband, Cable TV, and Basic Internet

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 8, 2012 February 7, 2017 4 Months March 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

n/a

P-Card Direct Voucher (PRC) Other Yes No

1401 E. Miller Road Ste. 100

Lansing MI 48911

Beth Hubrecht

248-228-5303

Beth_Hubrecht@comcast.com

CV0007355

Comcast Cable Communications Management, LLC

C O

N

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A C

TO

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517-282-1272

PennyM2@michigan.gov

Lauren Stempek

(517) 243-4008

DTMB

Meghan Penny DTMB stempekl@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

n/an/a

Change Notice Number 23

Contract Number MA071B2200126C to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

February 7, 2029

$7,797,161.31 $0.00 $7,797,161.31

DESCRIPTION

Effective 1/30/2025, this Contract is extended via Chapter 5.7.6 Useful Life Extension and incorporates the attached terms and conditions. The revised expiration date is 2/7/2029.

For the avoidance of doubt, the parties acknowledge and agree that the attached terms and conditions amend and supersede the terms and conditions currently contained in the Contract.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Procurement approval, and State Administrative Board approval on 3/02/2021.

Mich igan .gov/MiProcurement

Version 2023-1 Page 1

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State” or “Customer”) and Comcast Business Communications, LLC (“Contractor” or “Comcast”). This Contract is effective on February 8th, 2012 “Effective Date”), and unless terminated, expires on February 7th, 2029.

Any renewal will automatically extend the Term of this Contract and will be documented via Contract Change Notice. The parties agree as follows:

Defined Terms:

For the purposes of this Contract, the following terms shall have the meanings specified below:

Comcast General Terms & Conditions: The Comcast General Terms and Conditions which are attached hereto as Schedule B.

Sales Order: An order form for the provision of Services to a Service Location(s) on

(a) the then-current Comcast form designated for such purpose or (b) such other form, or in such other manner, as may be agreed upon by the parties.

Service(s): Service(s) identified on Schedule A and which are provided by Comcast pursuant to a Sales Order. All Services provided under the Agreement are for commercial, non-residential use only. Except as expressly provided in a Sales Order, PSA, all Services provided under the Agreement are for domestic use only.

Service Location(s): The State location(s) where Comcast provides the Services.

Product Specific Attachment(s) or PSA(s): The additional terms and conditions applicable to each of the Services ordered by Customer under the Agreement which are attached hereto as Schedule C-H.

Duties of Contractor. Contractor shall provide the Services to the State pursuant to the terms and conditions of the Contract.

Contractor must: (a) perform the Services in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry;

(b) provide all Services in good quality, with no material defects; (c) not interfere with the State’s operations; (d) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Services; (e) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (i) while at a Service Location, comply with all physical security procedures and (j) comply with the State IT Security Policies as required by Section 10 of Schedule A (Statement of Work). In the event of an amendment to the IT security policies that impacts the Services, the required change

Version 2023-1 Page 2 will be managed according to the Change Notice process in this Contract.. Any breach under this paragraph is considered a material breach.

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 and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

See Contract Administrator information shown below.

Comcast Business Communications, LLC Vice President of Sales Operation One Comcast Center, 1701 JFK Blvd Philadelphia, PA 19103

With a copy to:

Legal_Notices@comcast.com

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”).

State: Contractor:

Lauren Stempek 320 S. Walnut Street, Lansing, MI 48933 StempekL@Michigan.gov

(517) 243-4008

Michael Mazza Vice President, Comcast Business

One Comcast Center, 1701 JFK Blvd Philadelphia, PA 19103 michael_mazza@cable.comcast.com

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

State: Contractor:

Meghan Penny 608 W. Allegan Street, Lansing, MI 48915 PennyM2@Michigan.gov

(517) 282-1272

Shirlene Dukes Program Manager shirlene_dukes@comcast.com 224-229-3065 mailto:StempekL@Michigan.gov mailto:michael_mazza@cable.comcast.com mailto:PennyM2@Michigan.gov mailto:shirlene_dukes@comcast.com

Version 2023-1 Page 3

Performance Guarantee. Contractor must at all times have financial resources sufficient to ensure performance of the Contract

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.

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 Commercial General and Automobile Liability 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, upon request from the State of Michigan, 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; or

(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 upon policy expiration 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.

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(6) In the event any required coverage is cancelled or not renewed, Contractor must provide written notice to the Contract Administrator no later than 5 business days following such cancellation or nonrenewal.

f. Subcontractors. Contractor is responsible for ensuring its subcontractors carry and maintain insurance coverage reasonably appropriate to the scope of each such subcontractor’s work.

g. Limits of Coverage & Specific Endorsements. (See Table 7.1 Below)

TABLE 7.1

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 policy must include “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, and employees agents” as additional insureds using endorsement CG 20 10 11 85, or both the current form CG 20 10 and CG 20 37 or their equivalent.

Umbrella or Excess Liability Insurance

Minimum Limits:

$5,000,000 General Aggregate

Contractor may meet the required limits through any combination of primary and excess policy limits

Automobile Liability Insurance Minimum Limits:

$1,000,000 Per Accident

Contractor must have their policy identify “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, agents and employees” 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

Crime (Fidelity) Insurance

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Required Limits Additional Requirements

Minimum Limits:

$1,000,000 Employee Theft Per Loss

Contractor must have their policy cover forgery and alteration, theft of money and securities, robbery and safe burglary, computer fraud, funds transfer fraud, money order and counterfeit currency.

Professional Liability (Technology Errors and Omissions) Insurance

Minimum Limits:

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

Such coverage must include information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

h. Non-Waiver. This Section 7 is not intended to and is not to be construed in any manner as waiving, restricting or limiting or otherwise altering 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.

RESERVED.

Extended Purchasing Program. This contract is extended to MiDEAL members.

MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal.

Upon written agreement between the State and Contractor, this contract may also be extended to: other states (including governmental subdivisions and authorized entities).

If extended, Contractor may supply the Services to the applicable entities pursuant to the terms and conditions of the contract.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct basis.

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. Contractor may use subcontractors in connection with the provision of the Services under this Contract but will be solely responsible for the actions or omissions of its subcontractors to the extent Contractor would be responsible for http://www.michigan.gov/mideal

Version 2023-1 Page 6 such actions or omissions if done by the Contractor itself. Contractor agrees not to use a subcontractor who is either debarred or otherwise not able to perform work for the State. Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Services; and (b) make all payments to the subcontractor The State, in its sole discretion, may require the replacement of any subcontractor.

RESERVED.

Background Checks.

a. Comcast Background Checks. On or before the first day of employment, Comcast employees shall have been submitted to and passed a background check (including criminal background checks) conducted by Comcast or a third-party vendor contracted by Comcast (“Comcast Background Checks”). The Comcast Background Checks will include, as applicable, a certification of county, state & federal criminal records, national criminal database records, international criminal records searches, social security number validation, OFAC and other prohibited parties searches and sex offender registry searches. Comcast will not provide the detailed results of the Comcast Background Checks to Customer.

b. State Background Check Process. On a case-by-case basis, the State may, at its cost, investigate the Contractor's personnel before they may have access to State facilities and systems. The scope of the background check is at the discretion of the State and the results shall be used to determine Contractor personnel eligibility for working within State facilities and systems. The investigations shall include Michigan State Police Background checks (ICHAT) and may include the National Crime Information Center (NCIC) Finger Prints.

Proposed Contractor personnel may be required to complete and submit an RI-8 Fingerprint Card for the NCIC Finger Print Check. Any request for background checks shall be initiated by the State and shall be reasonably related to the type of work requested. To the extent an applicable Contractor personnel (i) does not agree to participate in the State’s background check or (ii) does not (to the extent required by the State) agree to the State’s security and acceptable use policies for State It equipment and resources (the “State IT Equipment and

Resources Policies”) before accessing the applicable facility or system, (1) such personnel shall not be permitted to support the Services to be provided and (2) Contractor will assign a replacement that will participate in the State background check and agree to the State’s security and State IT Equipment and Resources Policies. The State and Contractor acknowledge and agree that the background check process set forth in this Section 14(b) may not be applied to Contractor personnel that are required to access a state facility in connection with installing or maintaining (i.e., maintenance) a Service, it being understood that the foregoing shall in no way limit the State’s rights to conduct a background check pursuant to this Section 14(b).

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Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State, which shall not be unreasonably conditioned, delayed or withheld. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to another Michigan State government entity. If the State determines that such assignment of the Contract is necessary, Contractor will agree to the assignment and provide all necessary documentation and signatures.

Change of Control. Contractor will notify the State, within 30 days of any public announcement or otherwise once legally permitted to do so, of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in 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 other than an affiliate in connection with a corporate reorganization; (d) a change in ownership through a transaction or series of transactions; (e) or the board (or the stockholders) approves a plan of complete liquidation. Notwithstanding the foregoing, a change of control does not include (i) any consolidation or merger effected exclusively to change the domicile of Contractor, (ii) any transaction or series of transactions principally for bona fide equity financing purposes or (iii) any corporate reorganization.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

Ordering.

i. Contractor is not authorized to begin performance unless a Sales Order has been delivered by the State in accordance with Section 17(ii) below.

ii. To request Service at a Service Location(s), Customer may request from Comcast a Sales Order. If the State wishes to move forward with the provision of the requested Service(s), Customer shall sign and return the Sales Order to Comcast. For purposes of Sales Orders, upon the State’s signature, the Sales Order will become binding, subject to an engineering review. Each Sales Order submitted by the State may be subject to an engineering review which will determine whether and to what extent the Comcast’s Network must be extended, built, or upgraded in order to provide the ordered Services. After any such engineering review, Comcast will provide the State written notification in the event Service installation at any Service Location will require an additional non-recurring installation fee (“Custom Installation Fee” or “Construction Charges”). Notwithstanding anything to the contrary contained in this Section 16(ii), the State shall have 30 days from receipt of such notice to reject the Custom Installation Fee and terminate the affected Service Location(s).

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Acceptance. Delivered Services are subject to inspection and testing by the State to confirm compliance with the Contract within 30 calendar days of the State’s receipt of them (“State Review Period”).. If a Service is not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Service is accepted but noted deficiencies must be corrected; or (b) the Service is rejected. If the State finds material deficiencies, it may: (i) reject the Service without performing any further inspections; (ii) demand performance at no additional cost; or

(iii) terminate the applicable Service in accordance with Section 25, Termination for Cause or Section 25, Termination for Convenience. If the State does not notify Contractor that it is rejecting or not fully accepting a Service by the expiration of the applicable State Review Period, such Service will be deemed to be accepted by the State.

Within 20 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Service, Contractor must cure, at no additional cost, the deficiency and deliver the Service to the State that complies with the requirements of this Contract. If acceptance with deficiencies or rejection of a Service impacts the content or delivery of other non-completed Services, 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 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, the State may cancel the applicable Service in whole or in part.

Notwithstanding anything to the contrary contained in this Section 18 or elsewhere in the Contract, the State’s obligation to pay Contractor for Services shall begin when Contractor notifies the State that the applicable Service is available for use (the “Delivery Date”). If the State, prior to the expiration of the State Review Period, subsequently notifies Contractor that the Service is nonconforming and that the State has not accepted the same, the State shall not be responsible for the charges for the applicable Service that had accrued from the Delivery Date through the date of Contractor’s receipt of such notice and any fees paid for the Services not accepted will be credited to the State.

RESERVED.

RESERVED.

RESERVED.

Invoices and Payment. All undisputed amounts are payable within 45 days of the State’s receipt. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. The State shall provide an exemption certificate upon request. Except to the extent the State provides a valid tax exemption certificate prior to the delivery of

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Service, State shall be responsible for the payment of any and all applicable local, state, and federal taxes or fees (however designated).Additionally, State agrees to pay all charges associated with the Services, including, but not limited to, (to the extent not exempt) any fees or payment obligations in connection with the Services imposed by governmental or quasi-governmental bodies, or by Contractor, in connection with the sale, installation, use, or provision of the Services (e.g., applicable franchise fees, right of way fees, and Universal Service Fund charges) regardless of whether Contractor or its Affiliates pay the fees directly or are required or permitted by law to collect them from the State, 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 no later than 180 days following the applicable invoice date. Except to the extent a longer period is required by applicable law, under no circumstances may Customer submit a billing dispute to Contractor later than 180 days following the applicable invoice date. In no event will the State be responsible for any Contractor charges that Contractor fails to invoice to the State within 180 days of the date that such charges should have been billed to State according to the Contract. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard 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.

Liquidated Damages. Liquidated damages, in the form of service credits, if applicable, will be assessed as described in the Product Specific Attachments. The parties understand and agree that any liquidated damages, in the form of service credits, set forth in this Contract are reasonable estimates of the State’s damages in accordance with applicable law. 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; provided, that, the parties acknowledge and agree that (i) Contractor’s failure to satisfy an SLA set forth in the Product Specific Attachment in excess of 3 months, within a 12 month period shall not constitute a material breach of the Contractor’s duties or obligations under the Contract and (ii) to the extent the State elects to terminate the Contract due to a Service not satisfying an SLA in a Product Specific Attachment not in excess of 3 months within a 12 month period , such termination shall constitute a termination for convenience by the State.

http://www.michigan.gov/SIGMAVSS

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Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or delivery order. The State will not pay for Services, Contractor’s lost profits, or any additional compensation during a stop work period.

Termination for Cause.

a. The State may terminate this Contract for cause, in whole or in part, if Contractor(i) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (ii) breaches any of its material duties or obligations under this Contract and Contractor fails to cure such breach within 30 days of being notified of the same. 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 or (ii) continue to perform for a specified period. Contractor shall submit all invoices for Services accepted by the State within 90 days of the date of termination. 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 26, Termination for Convenience. The State will only pay for amounts due to Contractor for Services rendered to the State on or before the date of termination

Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason or no reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately or (b) continue to perform the Contract Activities in accordance with Section 26, Transition Responsibilities. Contractor shall submit all invoices for Services accepted by the State within 90 days of the date of termination. If the State terminates this Contract for convenience, the State (i) will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities and (ii) will pay Comcast for any amounts owed to Comcast as of the date of termination, including, but not limited to, any unpaid Construction Costs which (i) the State agreed to pay pursuant to a Sales Order and/or Section 17.2 and (ii) were actually incurred by Comcast in connection with the installation/provision of the service.

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 Services to continue without

Version 2023-1 Page 11 interruption or adverse effect, and to facilitate the orderly transfer by the State to another service provider. Such transition assistance may include, but is not limited to:

(a) continuing to perform the Services at the established Contract rates and (b) 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.

RESERVED.

Indemnification. Subject to Sections 5.1(B) and 5.1(C) of the Comcast General Terms and Conditions and any other limitations contained in the Contract, Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless from and against any and all actions, claims, losses, liabilities, damages, costs, reasonable attorney fees, and reasonable expenses, arising out of or relating to a claim by a third party (a “Claim”) and incurred as a result of: (a) infringement, misappropriation or other violation of any patent or copyright law or intellectual property right of any third party based solely on Comcast Equipment (as defined in the Comcast General Terms & Conditions) or Contractor Software; provided, that, Contractor shall have no liability for any claim of infringement arising from: (i) Contractor’s compliance with any designs, specifications, or instructions of the State; (ii) modification or alteration of the Contractor Software or Comcast Equipment by State or a third party without the prior knowledge and written approval or direction of Contractor; (iii) use of the Contractor Software or Comcast Equipment in a way not authorized in writing by an authorized officer of Contractor; and/or (iv) the State’s failure to use an updated version of the Contractor Software or Comcast Equipment which has been provided, or made available, to the State; and (b) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to the negligence or willful misconduct of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) while working at a Service Location;.

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

The State (i) may employ its own counsel with respect to an indemnifiable claim and shall be responsible such counsel’s fees and expenses and (ii) shall cooperate in every reasonable way to facilitate Contractor’s defense or settlement of an indemnifiable claim. Contractor shall have the right to settle any indemnifiable claim;

provided, however, that, to the extent that such settlement requires the State to take or refrain from taking any action or purports to obligate the State or effects the rights of the State or concerns the rights of a State employee, Contractor will not settle such claim, without the State’s prior written consent (not to be unreasonably withheld)..

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

Version 2023-1 Page 12 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 is constitutionally prohibited from indemnifying Contractor or any third parties. Any such provision stated in the Comcast General Terms & Conditions indicating an obligation to indemnify Contractor in whatever form will be null and void and of no force or effect.

Infringement Remedies. If Contractor determines that any Service or equipment or software used to provide such Service is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor may (a) at its expense, procure for the State the right to continue to use the Service or applicable equipment or software, (b) at its expense, replace or modify the same so that it becomes non-infringing; or (c) if option (a) or (b) is not reasonably available, terminate the applicable Service..

Limitation of Liability and Disclaimer of Damages. IN NO EVENT WILL THE

STATE’S AGGREGATE LIABILITY TO CONTRACTOR UNDER THIS CONTRACT,

REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,

NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY

CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED DIRECT

DAMAGES EQUAL TO THE SUM TOTAL OF PAYMENTS MADE BY THE STATE

TO CONTRACTOR DURING THE 3 MONTHS IMMEDIATELY PRECEDING THE

EVENT FOR WHICH DAMAGES ARE CLAIMED. The State is not liable for consequential, incidental, indirect, or special damages, regardless of the nature of the action.

Disclosure of Litigation, or Other Proceeding. Contractor must notify the State as soon as reasonably practicable of receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively, “Proceeding”) involving Contractor, a subcontractor, or an officer or director of Contractor or subcontractor, that will materially 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”). No State Data may be used for any marketing or commercial purposes.

Reserved.

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

Version 2023-1 Page 13 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) provided that any such information or documentation shall only be disclosed in accordance with 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). For purposes of this Contract, in all cases and for all matters but subject to any exceptions set forth in a-d above, State Data is deemed to be Confidential Information. For the avoidance of doubt, disclosure of a Party’s Confidential Information in accordance with, or as required by, applicable law (including, but not limited to, the Michigan Freedom of Information Act (FOIA)), shall not be considered a breach of this Section 35.

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; (b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and (c) the subcontractor pursuant to a written contract is subject to confidentiality obligations at least as strict as those contained in this Section 35(b).