Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 2 .

to

Contract Number 271 180000000790.

C O

N T

R A

C T

O R

Dri-Stick Decal Corp. d.b.a. Rydin Corporation

S T

A T

E P ro g ra m M a n a g e r

Heather Case TREAS

700 Phoenix Lake Ave. 517-636.6825

Streamwood, IL 60107 caseh@michigan.gov

George Lane C o n tr a ct

A d m in is tr a to r Adam Zanetti TREAS

800.448.1991 x440 517-667-1465 glane@rydin.com zanettia@michigan.gov

CV0017231

STATE OF MICHIGAN PROCUREMENT

Department of Treasury

7285 Parsons Dr.

Dimondale, MI 48821

CONTRACT SUMMARY

DESCRIPTION: Motor Vehicle Decal Printing Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

7/1/2018 6/30/2023 5, 1-year 6/30/2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Per Schedule A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

☒ 5, 1-year ☐ 6/30/2028

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$64,150.00 $90,000 $154,150.00

DESCRIPTION: Effective 7/1/2023:

1. This contract is exercising 5 option years and increased by $90,000. Revised expiration date is 6/30/2028. See revised Schedule B attached.

2. Section 1.1.Q. IFTA Decal Color Rotation (may be subject to change) is hereby updated to:

a. 2024 – Red Pantone # 485C

b. 2025 – Blue Pantone #299C

c. 2026 – Green Pantone #354C

CHANGE NOTICE NO. 2 TO CONTRACT NO. 271 180000000790.

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

d. 2027 – Red Pantone #485C

e. 2028 – Blue Pantone #299C

STATE OF MICHIGAN

Contract - Master Agreement (MA) No. 271 180000000790

Motor Vehicle Decal Printing Services

SCHEDULE B

PRICING MATRIX

1. ALL decal production costs must be included in the price quoted. These costs must include, but are not limited to:

a. shipping (terms F.O.B. delivered)

b. all material costs

c. all production costs

d. all administrative costs

e. all overhead - direct and indirect

f. all labor costs

g. all maintenance costs

h. all dies, plates, negatives, etc. (these will become the property of the State).

2. By submitting its proposal, the Contractor certifies that the prices were arrived at independently, and without consultation, communication, or agreement with any other Contractor.

Item Unit Description Estimated Annual Quantity

Unit Cost Estimated Total Cost

1 TH

Printing of Michigan IFTA

Commercial Motor Carrier Decal (sets of 2)

95,000 $0.182 $17,290.00

Estimated 5-year total:

$86,450.00

CONTRACT CHANGE NOTICE

Change Notice Number 1 .

to

Contract Number 271 180000000790.

C O

N T

R A

C T

O R

Dri-Stick Decal Corp. d.b.a. Rydin Corporation

S T

A T

E P ro g ra m M a n a g e r

Heather Case TREAS

700 Phoenix Lake Ave. 517-636.6825

Streamwood, IL 60107 caseh@michigan.gov

George Lane C o n tr a ct

A d m in is tr a to r Adam Zanetti TREAS

800.448.1991 x440 517-667-1465 glane@rydin.com zanettia@michigan.gov

CV0017231

STATE OF MICHIGAN PROCUREMENT

Department of Treasury 7285 Parsons Dr.

Dimondale, MI 48821

CONTRACT SUMMARY

DESCRIPTION: Motor Vehicle Decal Printing Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

7/1/2018 6/30/2023 5, 1-year 6/30/2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Per Schedule A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$58,650.00 $5,500 $64,150

DESCRIPTION: Effective immediately:

1. This contract is increased by $5,500

2. The Contract Administrator has been changed to Adam Zanetti

CHANGE NOTICE NO. 1 TO CONTRACT NO. 271 180000000790

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 271 180000000790 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

Dri-Stick Decal Corp. d.b.a. Rydin Corporation

S T

A T

E P ro g ra m M a n a g e r

Heather Case TREAS

700 Phoenix Lake Ave. 517.636.6825

Streamwood, IL 60107 caseh@michigan.gov

George Lane

C o n tr a ct

A d m in is tr a to r Andy Marple TREAS

800.448.1991 x440 517.636.6819 glane@rydin.com marplea@michigan.gov

CV0017231

CONTRACT SUMMARY

DESCRIPTION: Motor Vehicle Decal Printing Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

7/1/2018 6/30/2023 5, 1-year 6/30/2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Per Schedule A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $58,650.00

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Treasury 7285 Parsons Dr.

Lansing, MI 48821

Revised 5/03/2016

Contract - Master Agreement (MA) No. 271 180000000790

Motor Vehicle Decal Printing Services

SCHEDULE A

STATEMENT OF WORK

CONTRACT ACTIVITIES

This is a Contract to produce International Fuel Tax Agreement (IFTA) Decals. The IFTA decals are required by law (per the IFTA Agreement and the enabling legislation in the Motor Carrier Fuel Tax Act - PA 119 of 1980).

This schedule identifies the anticipated requirements of the Contract. The term “Contractor” in this document refers to the awarded bidder.

BACKGROUND

Each year, the Department of Treasury (Treasury) produces the IFTA Decals. Decal Production typically occurs in June of each year with delivery completed in early September.

The IFTA motor carrier decal is an adhesive permit to be mounted on the outside of both cab doors of trucks authorized to use roadways in all IFTA jurisdictions. The permit has monetary value that makes it subject to theft and fraud. It must have features to discourage this.

It is critical for tax law enforcement that decals be delivered timely. These specifications are for license year January 1, 2019 - December 31, 2019; January 1, 2020 - December 31, 2020; January 1, 2021 - December 31, 2021; January 1, 2022 – December 31, 2022; and January 1, 2023 – December 31, 2023.

SCOPE

The Contractor will be responsible for coordinating the production of International Fuel Tax Agreement (IFTA) Decals. The Contractor will be notified of delivery instructions and production quantities by the Program Manager. Due to security concerns, decals cannot be in transit for more than 48 hours. The full order of IFTA Decals must be delivered to the State, in the greater Lansing, MI area. Receipt of decals by the State must occur within 30 business days after final approval to begin production is given by the Program Manager. The Program Manager must be notified of a delivery date prior to delivery. Delivery must be made between the hours of 7:30 am and 3:30 pm.

REQUIREMENTS

Contractor must provide Deliverables/Services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below:

1. General Requirements

1.1. Product Specifications

A. Size, Construction and Numbering

a. Size

i. 6” wide by 3” high with square corners

b. Construction

i. There must be a vertical score 3” from the left edge dividing this into two decals that are 3” wide x 3” high. The score should separate the vinyl and adhesive only and not the carrier. No slit is to be in the carrier.

c. Numbering

i. Decals must be numbered consecutively in black ink. Duplicate numbers will appear on each set of two decals. Contractor must guarantee that there will be no missing or duplicate numbers on sets of decals. Serial number on each decal shall be no less than 3/16” high.

B. Copy Layout

a. Any special application instructions and restrictions the Contractor defines must be provided to the Contract Compliance Inspector.

b. Front of Decal

i. National standards require that the letters I F T A are to be printed in a minimum height of ¾” (1.88 centimeters) with the letter I located in the upper left-hand corner, the letter A to be located in the lower right corner, with the letters F, and T evenly spaced between to form a diagonal design from the upper left to lower right corner. The letters I F T A are to be printed in Arial Black 72 font in the color white. The two-letter jurisdiction designation shall be displayed in the lower left-hand corner, and the last two numbers of the appropriate year are to be displayed in the upper right-hand corner. The two-letter jurisdiction designation and the last two numbers of the appropriate year are to be printed in Arial Black 36 font in the color white. The geographical outline of the jurisdiction shall be centered behind the letters I F T A and the outline shall be white. Consecutive numbering shall be located on the bottom of the decal between the two-letter jurisdiction designation and the letter A.

ii. A 1/8” white border is required on both decals. The white border shall be

iii. 1/8” from the outside edge of the decal.

iv. IFTA decal sample provided as Attachment A to Proposal.

C. Stock Quality of vinyl used must be 3.5 mils in thickness, permanent adhesive of 1.0 - 1.1 mils in thickness and a carrier of 6.7 mils in thickness.

D. Adhesive

a. Permanent transfer adhesive must be used to ensure that, once the decal is affixed to a truck, any effort to remove the decal MUST DEFACE IT. Perforations or cuts on the face of the decal are not acceptable to ensure defacing.

b. Adhesive must be adequate to hold the decal to the truck cab for a minimum of eighteen

(18) months.

c. Adhesive must begin to bond immediately upon application at 30 degrees F or above; and after 72 hours, must maintain adherence to truck through temperature range of -40 degrees F. to 150 degrees F. Many of these decals are applied to truck cabs out-of-doors during winter months in Michigan and other cold climates.

d. The adhesive must not exude from edges of the sheeting when processed into finished decals so as to cause stacked pieces to stick together during shearing, cutting, printing, handling, or packaged in shipment and distribution.

E. Laminate/Clear Coating

a. The Contractor must use a laminate overlay, or overprint with clear ink in place of the laminate overlay.

b. All decals must be clear coated with a Coating Clear U10V or R101 or equivalent which will guarantee surface exposure to the elements for a period of 18 months

c. A minimum dry thickness of .0004 inches (.4 mil) must be obtained.

d. Testing facility must verify that the laminate overlay (or overprint of clear ink) is present and that the color does not scrape off easily.

F. Durability

a. Decal stock, inks and adhesive must be of sufficient quality to withstand all types of weather, repeated washings at high pressure, solvents, dirt and grease.

b. The surface must be sufficiently solvent resistant to permit cleaning with solvents such as

VM & P naptha, mineral spirits, turpentine or other solvents commonly used on vehicle finishes.

c. Inks must be fade resistant, so the decal will remain legible to enforcement personnel and fuel vendors for 18 months after placement on a truck.

d. Decals must be flexible enough to allow application to the slightly curved surface of a truck cab.

e. The Contractor must submit any special instructions for affixing the decals to the trucks.

i. Application restrictions that place an undue burden on licensees are not acceptable.

G. Ink Ink must be Nazdar 3600 series or equivalent. Inks must be fade resistant so that the decal will remain legible to enforcement personnel and fuel vendors for eighteen (18) months after placement on a truck per Section 1.022.4.c. The color of the background will be as specified to match sunfast inks.

H. Composition

a. The Contractor must do composition (layout, design, artwork) as directed by the Program

Manager.

b. All dies, plates, negatives and other artwork will become the property of the State.

I. Proof

a. The Contractor must provide a proof showing all type and clearly identifying all areas of color prior to start of production.

b. Production of decals may not begin without The State's written authorization and A State

Issued Delivery Order.

J. Printing/Color

a. Ink may bleed off four sides.

b. IFTA decals will be printed in different colors each year.

K. Numbering The numbers will be specified when an order is placed. These numbers are used for auditing purposes and must meet the durability requirements.

L. Carrier Decals are to be attached to a carrier material that peels away to leave adhesive exposed on the back of the decal. Contract Compliance Inspect reserves the right to change the application instructions on the back of the carrier after the award is made.

M. Samples and Testing

a. After the contract is awarded, the Contractor must supply 50 numbered production test samples of the decal for testing (testing is scheduled to occur in the 1st year of contract).

b. Samples are due 10 days after proof is approved by the Program Manager.

c. The samples will be forwarded to an independent testing lab where they will be tested at the Contractor’s expense for thickness, adhesion and defacing, resistance to weathering and resistance to high pressure washing.

d. If the samples fail to pass the testing, the contract may be canceled and samples from the next best value bidder will be tested until adequate test samples are found. The State will have no financial obligation to the Contractor if test samples fail to pass testing.

e. Labels will be tested in accordance with ASTM (American Society for Testing and Materials) G-53 using a 313 bulb and moisture; 500 hours of exposure.

f. High pressure washing: Test samples will be applied to painted metal cooled to -15 degrees centigrade for four hours and remain at that temperature for 24 hours. After waiting another 48 hours the test panel will be sprayed with a high-pressure steam hose similar to those used in commercial truck washes. The decal must remain attached to the test panel over at least 90% of its bonded surface through at least 60 seconds of high pressure spray directed from angles of approach ranging from 45 to 90 degrees.

g. At the State’s discretion, the State can elect to waive testing provided identical materials and adhesives are used during the life of the contract. Any changes to adhesives and materials will require prior approval of the Program Manager and retesting at Contractor’s expense.

h. Should any issues with the decal arise during the course of the contract, the State reserves the right to retest the decals at the contractor’s expense.

N. Estimated Quantities

a. 85,000 decal sets are needed for each year of contract (425,000 over five-year contract).

b. Quantities ordered are exact. No over or under runs will be allowed. Quantities may be amended before production at the price submitted in Contractor’s bid. Additional quantities may be ordered after production is complete. Include a separate price for additional quantities in increments of 1,000 up to 10,000 (Appendix A).

O. Carton Labelling Each carton is to be labeled as follows: “IFTA Commercial Motor Carrier Decal,” along with the appropriate delivery order number and beginning and ending decal numbers that each carton contains. Any special storage requirements must also be printed on the cartons and identified.

P. Production Schedule

July 1 Copy, color selection and numbering range supplied to the Contractor.

July 8 Contractor delivers proofs to the Program Manager.

July 15 Treasury reviews and approves proofs.

July 29 Contractor submits 50 numbered production test samples to Program

Manager for Treasury review and approval (samples are due 10 business days after proof approval).

July 29 – Aug. 29 Testing Period (Treasury may elect to waive testing).

Sept. 3 Program Manager authorizes Contractor, through a Delivery Order, to begin IFTA decal production.

Oct. 3 Decal delivery to Treasury

Or as otherwise applicable. Any changes in the above schedule will be communicated to the Contractor by the Program Manager.

Q. IFTA Decal Color Rotation (may be subject to change)

a. 2019 - Blue (Pantone #299C)/White Lettering

b. 2020 - Green (Pantone #354C)/White Lettering

c. 2021 - Red (Pantone #485C)/White Lettering

d. 2022 - Blue (Pantone #299C)/White Lettering

e. 2023 - Green (Pantone #354C)/White Lettering

R. Changes/Modifications No changes to adhesive and materials will be allowed during the contract period without prior approval of Program Manager. Proposed changes to adhesive and materials will require retesting at Contractor’s expense.

Brands or trade names are for identification purposes only and do not limit the Contractor to such brands or trade names.

1.2. Warranties

Contractor offers a one-year warranty against fading. Any issues should be reported to the Contractor Representative for immediate action.

The State reserves the right to require additional warranties other than those identified by the Contractor.

1.3. Recall Requirements and Procedures

Contractor will report any recalls immediately to the Program Manager.

1.4. Quality Assurance Program

A. The Contractor must maintain and demonstrate a thorough quality assurance program. Contractor shall describe their quality assurance program.

B. Any damaged or mutilated decals due to Contractor error MUST be corrected and reproduced at

Contractor's expense.

C. Provide a copy of procedures used to ensure quality standards with the bid response.

2. Service Levels

2.1. Time Frames

All Contract Activities must be delivered within 30 calendar days from receipt of order unless otherwise approved by the Program Manager. The receipt of order date is pursuant to Section 2, Notices, of the Standard Contract Terms.

2.2. Delivery

Delivery will be within 30 calendar days upon date of order. Delivery will be made to:

Department of Treasury Operations Center 7285 Parsons Dr.

Dimondale, MI 48821 Attn: Heather Case

2.3. Contingency

A. The Contractor must have at least two currently operational presses capable of producing this job.

B. Contractor must guarantee that in the event of equipment failure, production will resume on the backup press within 24 hours.

C. In the event of the inability to complete contract activities, Contractor accepts reassignment of contract to the next qualified bidder.

2.4. Equipment Maintenance

The Contractor must include proof of current maintenance contract or schedule of maintenance.

All equipment is licensed and fully owned by the Contractor. Maintenance is under secure contracts with onsite regular maintenance from Contractor’s vendor manufacturers for all equipment. Contractor also maintains backup equipment to support operations on three shifts.

2.5. Meetings

No mandatory meetings are required; however, the State reserves the right to request meetings as it deems appropriate.

3. Staffing

3.1. Contractor Representative

The Contractor must appoint 1 individual, specifically assigned to State of Michigan accounts, that will respond to State inquiries regarding the Contract Activities, answering questions related to ordering and delivery, etc. (the “Contractor Representative”).

Contractor Representative George Lane

800.448.1991 x440 glane@rydin.com

The Contractor must notify the Contract Administrator at least 15 calendar days before removing or assigning a new Contractor Representative. the State reserves the right to interview and approve any Contractor Representatives associated with the Contract.

3.2. Key Personnel

The Contractor must appoint 1 individual who will be directly responsible for the day to day operations of the Contract (“Key Personnel”). Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquires within 24 hours.

The Contractor may not remove or assign Key Personnel without the prior consent of the State. Prior consent is not required for reassignment for reasons beyond the Contractor’s control, including illness, disability, death, leave of absence, personal emergency circumstances, resignation, or termination for cause.

The State may request a résumé and conduct an interview before approving a change. The State may require a 30-calendar day training period for replacement personnel. The State reserves the right to interview and approve any changes to key personnel associated with the Contract.

The Contractor must identify the Key Personnel, indicate where they will be physically located, and describe the functions they will perform.

Key Personnel George Lane – Bid Account Representative glane@rydin.com

800.448.1991 x440 700 Phoenix Lake Ave.

Streamwood, IL 60103

Jenny Chavez – Bid Business Manager jchavez@rydin.com

800.448.1991 x461 700 Phoenix Lake Ave.

Streamwood, IL 60103

Jim Brouch – Art Manager jbrouch@rydin.com

800.448.1991 x435 700 Phoenix Lake Ave.

Streamwood, IL 60103

Mike Witecha – Production Manager mwitecha@rydin.com

800.448.1991 x420 700 Phoenix Lake Ave.

Streamwood, IL 60103

Dave Gonzalez – Production and Quality Assurance Team Manager dgonzalez@rydin.com

800.448.1991 x448 700 Phoenix Lake Ave.

Streamwood, IL 60103

Sergio Rivera – Finishing and Shipping Manager srivera@rydin.com

800.448.1991 x475 700 Phoenix Lake Ave.

Streamwood, IL 60103

3.3. Organizational Chart

Provide an overall organizational chart that details staff members by name and title.

See Attachment B

3.4. Security

The Contractor will be subject to the following security procedures:

A. All work in process and finished decals awaiting shipment must be stored in a locked, secured area.

B. All artwork (files, negatives, plates, etc.) must be kept in a separate, locked area when not being used to produce this job.

C. All waste and spoilage created during production of this job must be shredded or otherwise made unusable before disposal. Contractor must provide written certification of destruction to the Program Manager.

D. All entrances to the production and storage facilities must be guarded against unauthorized entry by security guards and/or electronic surveillance (alarm, camera, electronic entry password, or card) systems.

E. All production and storage must be done on Contractor's premises.

F. Because of security considerations, subcontracting will not be allowed.

4. Pricing

4.1. Price Term

Pricing is firm for the entire length of the Contract.

4.2. Price Changes

Adjustments will be based on changes in actual Contractor costs. Any request must be supported by written evidence documenting the change in costs. The State may consider sources, such as the Consumer Price Index; Producer Price Index; other pricing indices as needed; economic and industry data; manufacturer or supplier letters noting the increase in pricing; and any other data the State deems relevant.

Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If the review reveals no need for modifications, pricing will remain unchanged unless mutually agreed to by the parties. If the review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual agreement.

The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

5. Ordering

5.1. Authorizing Document

The appropriate authorizing document for the Contract will be a Delivery Order (DO) issued through the SIGMA VSS system.

5.2 Order Verification

The Contractor must have internal controls, approved by the State, to verify orders and to ensure that only authorized individuals place orders.

6. Delivery

6.1. Delivery Programs

A. Contractor must inform Program Manager what carrier (UPS, Fed Ex, USPS, etc.) will be delivering the order and provide tracking information.

B. Due to security concerns, decals cannot be in transit for more than 48 hours. The full order must be delivered to the greater Lansing, MI area. Receipt of decals by the State must occur within 30 calendar days after final approval to begin production is given by the Program Manager. The Program Manager must be notified of a delivery date prior to delivery. Delivery must be made between the hours of 7:30 am and 3:30 pm.

6.2. Packaging and Palletizing

A. Sets of two decals (with identical consecutive numbers) are to be separated from adjoining decal sets and stacked individually, front-to-back, for packing. Decals are to be grouped in lots of 500.

The lowest consecutive numbered decal must be at the front of each lot. Contractor must take precautions to prevent the decals from sticking together.

B. Each 500-decal lot is to be packaged in a separate box. Place a cardboard separator between every 100 decals in each box of 500 (do not use rubber bands). Decals may be shrink- wrapped in groups of 100 as an alternative packing method to using boxes. Each box must be sealed with security tape imprinted with the name of the Contractor. Beginning and ending decal numbers are to be indicated on each box. Boxes must be sturdy enough to hold up under shipping. Internal dimensions of box must be approximately 1/4” greater than the width and 1/2” greater than the length of decal lot packaged.

C. Boxes of decals must be packed as follows: Pack 3,000 decals in each carton (6 boxes). Cartons must be 9 3/4” W x 7 1/2” H x 13-3/4” D

D. Cartons are to be taped securely shut and must be able to withstand considerable handling.

E. Shipments shall be palletized whenever possible and shall conform to the following:

a. Manufacturers standard 4-way shipping pallets are acceptable.

b. Maximum height: 5'6"; including pallet.

c. Maximum weight: 3500 pounds; including pallet.

d. Pallets are to be securely banded or shrink-wrapped.

e. The cost of palletizing must be included in the unit price.

F. Acceptance of the shipment for inspection is not considered to be acceptance of the final product.

7. Acceptance

7.1. Acceptance, Inspection and Testing

The State will use the following criteria to determine acceptance of the Contract Activities:

Acceptance of the Services and/or Deliverables provided under the contract will be determined by the Program Manager based on criteria described in Section 1.1 Product Specifications.

8. Invoice and Payment

8.1. Invoice Requirements

All invoices submitted to the State must include: (a) date; (b) delivery order number; (c) quantity; (d) description of the Contract Activities; (e) unit price; and (f) total price.

8.2. Payment Methods

The State will make payment for Contract Activities via EFT.

9. Licensing Agreement The Contractor must provide a copy of any applicable licensing agreement.

10. Liquidated Damages Late or improper completion of the Contract Activities will cause loss and damage to the State and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, if there is late or improper completion of the Contract Activities the State is entitled to collect liquidated damages based on the number of days that the Contractor fails to remedy the late or improper completion of the Work.

Days Late Penalty 1-7 5% of invoice 8-14 10% of invoice 15-21 15% of invoice 22-29 20% of invoice 30+ 30% of invoice, termination of contract

Unauthorized Removal of Key Personnel will interfere with the timely and proper completion of the Contract, to the loss and damage of the State, and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, the State may assess liquidated damages against Contractor as specified below.

The State is entitled to collect $100 per individual per day for the removal of any Key Personnel without prior approval of the State.

The State is entitled to collect $100 per individual per day for an unapproved or untrained key personnel replacement.

11. Additional Requirements

11.1. Environmental and Energy Efficient Products

The Contractor must identify any energy efficient, bio-based, or otherwise environmental friendly products used in the products. Contractor must include any relevant third-party certification, including the verification of a United States department of agriculture certified bio-based product label.

11.2. Hazardous Chemical Identification

In accordance with the federal Emergency Planning and Community Right-to-Know Act, 42 USC §11001, et seq., as amended, the Contractor must provide a Material Safety Data Sheet listing any hazardous chemicals, as defined in 40 CFR §370.2, to be delivered. Each hazardous chemical must be properly identified, including any applicable identification number, such as a National Stock Number or Special Item Number.

The Contractor must identify any hazardous chemicals that will be provided under any resulting contract.

11.3. Mercury Content

Pursuant to MCL 18.1261d, mercury-free products must be procured when possible. The Contractor must explain if it intends to provide products containing mercury, the amount or concentration of mercury, and whether cost competitive alternatives exist. If a cost competitive alternative does exist, the Contractor must provide justification as to why the particular product is essential. All products containing mercury must be labeled as containing mercury.

11.4. Brominated Flame Retardants

The State prefers to purchase products that do not contain brominated flame retardants (BFRs) whenever possible. The Contractor must disclose whether the products contain BFRs.

Contract - Master Agreement (MA) No. 271 180000000790

Motor Vehicle Decal Printing Services

SCHEDULE B

PRICING MATRIX

1. ALL decal production costs must be included in the price quoted. These costs must include, but are not limited to:

a. shipping (terms F.O.B. delivered)

b. all material costs

c. all production costs

d. all administrative costs

e. all overhead - direct and indirect

f. all labor costs

g. all maintenance costs

h. all dies, plates, negatives, etc. (these will become the property of the State).

2. By submitting its proposal, the Contractor certifies that the prices were arrived at independently, and without consultation, communication, or agreement with any other Contractor.

Item Unit Description Estimated Annual Quantity

Unit Cost Estimated Total Cost

1 TH

Printing of Michigan IFTA

Commercial Motor Carrier Decal (sets of 2)

85,000 $0.138 $11,730.00

Estimated 5-year total:

$58,650.00

Indicate below the pricing for the printing of additional thousands of decals if needed.

Additional Quantity Cost/M

1,000 – 2,000 $594.00

2,000 – 5,000 $371.00

5,000 – 7,000 $233.00

7,000 – 10,000 $208.00

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Dri- Stick Decal Corp. d.b.a. Rydin Corporation (“Contractor”), an Illinois Corporation. This Contract is effective on July 1, 2018 (“Effective Date”), and unless terminated, expires on June 30, 2023.

This Contract may be renewed for up to 5 additional 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:

Andy Marple 7285 Parsons Dr.

Dimondale, MI 48821 marplea@michigan.gov 517.636.6819

George Lane 720 Phoenix Lake Ave.

Streamwood, IL 60107 glane@rydin.com

800.448.1991 x440

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”):

STATE OF MICHIGAN

STANDARD CONTRACT TERMS

State: Contractor:

Andy Marple 7285 Parsons Dr.

Dimondale, MI 48821 marplea@michigan.gov 517.636.6819

George Lane 720 Phoenix Lake Ave.

Streamwood, IL 60107 glane@rydin.com

800.448.1991 x440

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:

Heather Case 7285 Parsons Dr.

Dimondale, MI 48821 caseh@michigan.gov 517.636.4802

George Lane 720 Phoenix Lake Ave.

Streamwood, IL 60107 glane@rydin.com

800.448.1991 x440

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.

Automobile Liability Insurance

Minimal Limits:

$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

Minimal Limits:

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. Reserved

8. Reserved

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 employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor.

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/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.

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.