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

Survey Grade Equipment

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

October 3, 2017 September 30, 2020 7 - 1 Year September 30, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

10880 Ridge View Trail

Fenton MI 48430

Richard Sauve

313-670-3395

Rick.Sauve@leicaus.com

CV0002634

LEICA GEOSYSTEMS INC

C O

N

TR

A C

TO

R

Melissa Beck

(517) 897-1502

DTMB

Various Various beckm3@michigan.gov

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

Pr og ra m

M an ag er

ST

A

TE

N/ANET 45

Change Notice Number 12

Contract Number MA180000000005 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

$10,117,591.60 $3,749,000.00 $13,866,591.60

DESCRIPTION

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

Effective November 18, 2025, this contract is hereby increased by $3,749,000.00. This is to account for the $249,000.00 that was added in change notice 11 but not accounted for.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on 11/18/2025.

AGENCY NAME PHONE EMAIL

MSP Paula Hurst HurstP3@michigan.gov

MDOT Shawn Roy (517) 335-6299 roys@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 12 TO CONTRACT NO. MA180000000005

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

CONTRACT SUMMARY

Survey Grade Equipment

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

October 3, 2017 September 30, 2020 7 - 1 Year September 30, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

10880 Ridge View Trail

Fenton MI 48430

Richard Sauve

313-670-3395

Rick.Sauve@leicaus.com

CV0002634

LEICA GEOSYSTEMS INC

C O

N

TR

A C

TO

R

Melissa Beck

517-897-1502

MDOT

Various Various

BeckM3@mighigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANET 45

Change Notice Number 11

Contract Number MA180000000005 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

0 Years

$10,117,591.60 $0.00 $10,117,591.60

DESCRIPTION

Effective September 10, 2025, this contract is hereby increased by $249,000.00.

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

MDOT Shawn Roy (517) 335-6299 roys@michigan.gov

MSP Paula Hurst HurstP3@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 11 TO CONTRACT NO. MA180000000005

CHANGE NOTICE NO. 11 TO CONTRACT NO. MA180000000005

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

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

Survey Grade Equipment

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

October 3, 2017 September 30, 2020 7 - 12 Months September 30, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

10880 Ridge View Trail

Fenton MI 48430

Richard Sauve

313-670-3395

Rick.Sauve@leicaus.com

CV0002634

LEICA GEOSYSTEMS INC

C O

N

TR

A C

TO

R

Melissa Beck

517-896-1502

DTMB

Various Various

BeckM3@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANET 45

Change Notice Number 10

Contract Number MA180000000005 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

$10,117,591.60 $0.00 $10,117,591.60

Please note the Contract Administrator has been changed to Melissa Beck.

Melissa Beck

Category Analyst, Commodities

Central Procurement Services - State of Michigan

517-896-1520

BeckM3@michigan.gov

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

MDOT Shawn Roy (517) 335-6299 RoyS@michigan.gov

MSP Victoria Olivarez (517) 284-3304 OlivarezV1@michigan.gov

Program Managers for

CHANGE NOTICE NO. 10 TO CONTRACT NO. MA180000000005

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 8 to

180000000005Contract Number

Various

Katie McFarland rick.sauve@leicaus.com

Richard Sauve

Fenton, MI 48430

LEICA GEOSYSTEMS INC

CV0002634

313-670-3395

10880 Ridge View Trail

517-930-6814 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

mcfarlandk1@michigan.gov

$10,117,591.60

October 3, 2017 September 30, 2027

SURVEY GRADE EQUIPMENT

September 30, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

7 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☒ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ September 30, 2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $10,117,591.60

Effective 12/10/2022, the following amendments are hereby incorporated into the contract.

1) Section 2.7 Reporting is deleted and replaced with:

2.7 Reporting:

The Contractor agrees to provide:

1) Monthly Administrative reports must be e-mailed to the Program Manager, within 30 days of the last day of each calendar month. These itemized purchasing activity reports must include:

a. The name of the purchasing entity

b. Line-item accounting statement of items purchased or repaired

c. Price billed per item purchased or repaired

d. Total dollar volume in sales

e. Delivery order number or identified as P-Card purchase. (P-Card purchases are only allowable for equipment repairs up to

$5,000.00)

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MDOT

2) Any additional reports required by the State as requested.

2) Section 5.1 Authorized Document is deleted and replaced with:

5. Ordering

5.1 Authorizing Document: The appropriate authorizing document for the Contract will be a Delivery Order (DO) referencing this Contract Master Agreement (MA), online order, phone/fax order, or P-card transaction. All documents must be bound by the terms and conditions contained herein.

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

Program Managers for

CHANGE NOTICE NO. 8 TO CONTRACT NO. 180000000005

Shawn Roy (517) 335-6299 roys@michigan.govMDOT

Victoria Olivarez (517) 284-3304 olivarezv1@michigan.govMSP

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 7 to

180000000005Contract Number

Various

Katie McFarland rick.sauve@leicaus.com

Richard Sauve

Fenton, MI 48430

LEICA GEOSYSTEMS INC

CV0002634

313-670-3395

10880 Ridge View Trail

517-930-6814 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

mcfarlandk1@michigan.gov

$5,617,591.60

October 3, 2017 September 30, 2022

SURVEY GRADE EQUIPMENT

September 30, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ 5, 1-year ☒ 5 years September 30, 2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$4,500,000.00 $10,117,591.60

Effective August 16, 2022, this contract is hereby extended 5 years with 5 additional 1-year options to extend and is increased by $4,500,000.00. The new expiration date is September 30, 2027.

Please note the Contract Administrator has been changed to Katie McFarland.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on August 16, 2022.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

MULTI

Program Managers for

CHANGE NOTICE NO. 7 TO CONTRACT NO. 180000000005

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 6 to

180000000005Contract Number

Various

Yvon Dufour rick.sauve@leicaus.com

Richard Sauve

Fenton, MI 48430

LEICA GEOSYSTEMS INC

CV0002634

313-670-3395

10880 Ridge View Trail

(517) 249-0455 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

dufoury@michigan.gov

$4,717,591.60

October 3, 2017 September 30, 2021

SURVEY GRADE EQUIPMENT

September 30, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☒ One year ☐ September 30, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$900,000.00 $5,617,591.60

Effective 9/7/2021, this contract is exercising the second option year and is increased by $900,000 for MDOT purchases. The revised contract expiration date is 9/30/2022. All other terms, conditions, specifications, and pricing remain the same. Per agency request, DTMB Procurement approval, and State Administrative Board approval on 9/7/2021.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 6 TO CONTRACT NO. 180000000005

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 5 to

180000000005Contract Number

Various

Yvon Dufour rick.sauve@leicaus.com

Richard Sauve

Fenton, MI 48430

LEICA GEOSYSTEMS INC

CV0002634

313-670-3395

10880 Ridge View Trail

(517) 249-0455 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

dufoury@michigan.gov

$4,647,591.60

October 3, 2017 September 30, 2021

SURVEY GRADE EQUIPMENT

September 30, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ September 30, 2021

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$70,000.00 $4,717,591.60

Effective 5/24/2021, this contract is increased by $70,000 for MSP. All other terms, conditions, specifications, and pricing remain the same. Per agency request, and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 5 TO CONTRACT NO. 180000000005

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 to

180000000005Contract Number

Various

Yvon Dufour rick.sauve@leicaus.com

Richard Sauve

Fenton, MI 48430

LEICA GEOSYSTEMS INC

CV0002634

313-670-3395

10880 Ridge View Trail

(517) 284-6996 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

MDOT

DTMB

dufoury@michigan.gov

$3,997,591.60

October 3, 2017 September 30, 2020

SURVEY GRADE EQUIPMENT

September 30, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☒ One year ☐ September 30, 2021

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$650,000.00 $4,647,591.60

Effective 9/2/2020, this contract is exercising the 1st option year and is increased by $650,000 (MSP $150,000, and MDOT $500,000). The revised contract expiration date is 9/30/2021. All other terms, conditions, specifications, and pricing remain the same. Per agency request, DTMB Procurement approval, and State Administrative Board approval on 9/1/2020.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

Program Managers for

CHANGE NOTICE NO. 4 TO CONTRACT NO. 180000000005

MSP Victoria Olivarez (517) 284-3304 olivarezv1@michigan.gov

LEICA GEOSYSTEMS INC

10880 Ridge View Trail

Fenton, MI 48430

Richard Sauve

313-670-3395 rick.sauve@leicaus.com

CV0002634

P ro g n a g e r

Various MDOT

C o n tra ct

A d m in istra to r

Daniel Stevens DTMB

517-282-1432 stevensd6@michigan.gov

STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number 171180000000005

CONTRACT SUMMARY

SURVEY GRADE EQUIPMENT

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

October 3, 2017 September 30, 2020 2 - 1 Year September 30, 2020

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

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

☐ N/A ☐ N/A September 30, 2020

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$3,930,000.00 $52,591.60 $3,982,591.60

DESCRIPTION

Effective April 15, 2019, please note the following:

1) This Contract is hereby increased by $52,591.60 for the Department of Technology Management and Budget (DTMB).

2) The Contract Administrator is hereby updated to Daniel Stevens; Phone: 517-282-1432; Email: StevensD6@michigan.gov

All other terms, conditions, specifications and pricing remain the same, per Contractor and Agency agreement, and DTMB Central Procurement Services approval.

S T A T E

C O

N T R A C T

R mailto:rick.sauve@leicaus.com mailto:stevensd6@michigan.gov mailto:StevensD6@michigan.gov

CHANGE NOTICE NO. 3 TO CONTRACT NO. 171180000000005

Program Managers for mailto:roys@michigan.gov mailto:olivarezv1@michigan.gov

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

171180000000005Contract Number

Various

Brian Fairbrother rick.sauve@leicaus.com

Richard Sauve

Fenton, MI 48430

LEICA GEOSYSTEMS INC

CV0002634

313-670-3395

10880 Ridge View Trail

(517) 249-0457 S

T A

T E

P ro g n a g e r

C o n tra c t

A d m in is tra to r

C O

N T

R A

C T

O R

MDOT

DTMB

fairbrotherb@michigan.gov

$3,930,000.00

October 3, 2017 September 30, 2020

SURVEY GRADE EQUIPMENT

September 30, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☒ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ September 30, 2020

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$15,000.00 $3,945,000.00

Effective 12/6/2018, this contract is hereby increased by $15,000.00. All other terms, conditions, specifications, and pricing remain the same. Per DTMB contractor and agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

21 delivery days ARO

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 171180000000005

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

171180000000005Contract Number

$3,750,000.00

October 3, 2017 September 30, 2020

SURVEY GRADE EQUIPMENT

September 30, 2020

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

2 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ Direct Voucher (DV) ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ September 30, 2020

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$180,000.00 $3,930,000.00

Effective 1/24/2018, this contract is hereby increased by $180,000.00 for Michigan State Police usage. All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Procurement approval.

Various

Brian Fairbrother rick.sauve@leicaus.com

Richard Sauve

Fenton, MI 48430

Leica Geosystems, Inc.

*******6976

313-670-3395

10880 Ridge View Trail

(517) 284-7008

S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

MULTI

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DTMB

DESCRIPTION

fairbrotherb@michigan.gov

Program Managers for

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 171180000000005 .

between

THE STATE OF MICHIGAN

and

C

N T

R A

C T

R

Leica Geosystems, Inc.

S T

A T

E

P ro g n a g e r

Shawn Roy MDOT

10880 Ridge View Trail 517-335-6299

Fenton, MI 48430 roys@michigan.gov

Richard Sauve

C o n tr a c t

A d m in is tr a to r Brian Fairbrother DTMB

313-670-3395 517-284-7008

Rick.Sauve@leicaus.com fairbrotherb@michigan.gov

DESCRIPTION: Survey Grade Equipment

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

October 3, 2017 September 30, 2020 2, One year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 21 calendar days ARO

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☒ P-card ☐ Direct Voucher (DV) ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER: This Contract Agreement is awarded on the basis of our inquiry bearing RFP No. 007116B0011903. Orders for delivery will be issued directly by Departments through the issuance of a Purchase Order Form.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $3,750,000.00

DTMB Procurement 525 W Allegan St, Lansing, MI 48913 P.O. Box 30026, Lansing, MI 48909

Revised 5/03/2016

CONTRACT NO. 171180000000005

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Dan Stevens, Category Manager - Commodities

Name & Title

DTMB Procurement

Agency

Date

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Leica Geosystems Inc. (“Contractor”), a Michigan Corporation. This Contract is effective on October 3, 2017 (“Effective Date”), and unless terminated, expires on September 30, 2020. This Contract may be renewed for up to two (2) – one (1) year period(s). 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:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in

Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule A.

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 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; (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; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. 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.

2. 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:

Brian Fairbrother DTMB, Procurement Constitution Hall 525 West Allegan Street PO Box 30026 Lansing, MI 48909 fairbrotherb@michigan.gov 517-284-7008

Richard Sauve Leica Geosystems, Inc.

10880 Ridge View Trail Fenton, Michigan 48430 Email: Rick.Sauve@Leicaus.com Telephone: (313) 670-3395

3. Contract Administrator. The Contract Administrator 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”):

STANDARD CONTRACT TERMS

State: Contractor:

Brian Fairbrother DTMB, Procurement Constitution Hall 525 West Allegan Street PO Box 30026 Lansing, MI 48909 fairbrotherb@michigan.gov 517-284-7008

Richard Sauve Leica Geosystems, Inc.

10880 Ridge View Trail Fenton, Michigan 48430

4. 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:

Shawn Roy, MDOT VanWagoner BLDG 425 W. Ottawa St Lansing, MI 48933 roys@michigan.gov 517-335-6299

Richard Sauve Leica Geosystems, Inc.

10880 Ridge View Trail Fenton, Michigan 48430

5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in Schedule A) if, in the opinion of the State, it will ensure performance of the Contract.

6. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State;

and (c) be provided by a company with an A.M. Best rating of "A" or better, and a financial size of VII or better.

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimal Limits:

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

Deductible Maximum:

$50,000 Each Occurrence

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 2010 07 04 and CG 2037 07 0.

Umbrella or Excess Liability Insurance

Minimal Limits:

$5,000,000 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.

Automobile Liability Insurance

$1,000,000 Per Occurrence

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

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimal Limits:

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

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities; and (c) if coverage is canceled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or purchase order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section; (c) notify the Contract Administrator within 5 business days if any insurance is cancelled;

and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not 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).

7. Administrative Fee and Reporting. Contractor must pay an administrative fee of 1% on all payments made to Contractor under the Contract including transactions with the State (including its departments, divisions, agencies, offices, and commissions), MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made by check payable to the State of Michigan and mailed to:

Department of Technology, Management and Budget Cashiering P.O. Box 30681 Lansing, MI 48909

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to DTMB- Procurement.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.

8. 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: (a) State of Michigan employees and (b) other states (including governmental subdivisions and authorized entities).

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms.

The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

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

9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. 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 http://www.michigan.gov/mideal employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein.

10. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation, and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. 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.

The State, in its sole discretion, may require the replacement of any subcontractor.

11. Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

12. Background Checks. Upon request, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

13. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the

State. 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 any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

14. Change of Control. Contractor will notify, at least 90 calendar days before the effective date, the State 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) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) 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.

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.

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

Schedule A.

16. Acceptance. Contract Activities 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 Schedule A. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted, but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 23, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities 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 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 order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

17. Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the State premises with transportation and handling charges paid by Contractor, unless otherwise specified in Schedule A. All containers and packaging becomes the State’s exclusive property upon acceptance.

18. Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to Contract Activities 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. If the State rejects the Contract Activities, Contractor must remove them from the premises within 10 calendar days after notification of rejection. The risk of loss of rejected or non-conforming Contract Activities remains with Contractor. Rejected Contract Activities not removed by Contractor within 10 calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of it as its own property.

Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or disposition of rejected Contract Activities.

19. Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in Schedule A. If the Contract Activities do not function as warranted during the warranty period the State may return such non-conforming Contract Activities to the Contractor for a full refund.

20. Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the

State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities performed as specified in Schedule A. 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. Notwithstanding the foregoing, all prices are inclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

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 within a reasonable time.

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. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

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/cpexpress 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.

21. Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Schedule A.

22. 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 purchase order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

23. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if

Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) 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 24, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

24. Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any 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 25, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

25. 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) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) 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.

26. General 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 (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

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. Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations.

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 if the State deems necessary. Contractor will not, without the State’s 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. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

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.

27. Infringement Remedies. If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by the State with appropriate credits to the State against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it.

28. Limitation of Liability. The State is not liable for consequential, incidental, indirect, or special damages, regardless of the nature of the action.

29. Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 14 calendar days 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 arises during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil Proceeding involving:

(1) a claim that might reasonably be expected to adversely affect Contractor’s viability or financial stability;

or (2) a governmental or public entity’s claim or written allegation of fraud; or (e) a Proceeding involving any license that Contractor is required to possess in order to perform under this Contract.

30. 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. Upon request, Contractor must provide to the State, or a third party designated by the State, 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 purposes.

31. Reserved.

32. 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. The provisions of this Section survive the termination of this Contract.

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; and, (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: (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). For purposes of this Contract, in all cases and for all matters, State Data is deemed to be Confidential Information.

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…