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

Bulk Gases and Related Products and Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

January 23, 2020 February 1, 2024 2 - 2 Years January 31, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

See Section 2.1 Delivery

P-Card Direct Voucher (PRC) Other Yes No

2580 28th Street SW

Grand Rapids MI 49509

Doug Nyhuis

616-532-2375 dnyhuis@puritygas.com

CV0019062

PURITY CYLINDER GASES INC

C O

N

TR

A C

TO

R

Amanda Smart

517-730-8796

DTMB

Various Various

SmartA1@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

See Section 2.1 DeliveryNet 45

Change Notice Number 10

Contract Number MA200000000435 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

$1,370,000.00 $0.00 $1,370,000.00

DESCRIPTION

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

Effective December 1, 2025, pricing on this contract is hereby updated, per revised Attachment Schedule B - Pricing

Effective December 1, 2025, the following amendment is hereby incorporated into the contract. Section 7 and 8 of the Standard Terms and Conditions, previously marked as "Reserved", are replaced with the following:

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 online by check or credit card at:

https://www.thepayplace.com/mi/dtmb/adminfee

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 MiDeal@michigan.gov.

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

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.

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

CHANGE NOTICE NO. 10 TO CONTRACT NO. 200000000435

Price Table 3

Bulk Gases

ALL PRICING IS INCLUSIVE OF DELIVERY AND OTHER FEES/CHARGES.

Table 3: Bulk Gases

Location Name Street Address Agency Leased or

Owned Status Item Bulk Tank Size (gallons)

Unit of Measure

(UOM)

Cost per UOM* SIGMA Supplier Part Number

1 DNR Harrietta State Fish Hatchery (SFH)

6801 W. 30 Road Harrietta, MI 49638 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.80 B001 DNR Harietta SFH-2/1/24

2 DNR Marquette SFH 488 Cherry Creek Rd.

Marquette, MI 49855 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $1.35 B002 DNR Marquette SFH-2/1/24

3 DNR Oden SFH 8258 S Ayr Rd Alanson, MI 49706 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.80 B003 DNR Oden SFH-2/1/24

4 DNR Platte River SFH 15210 US 31 Hwy Beulah, MI 49617 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.80 B004 DNR Platte R SFH-2/1/24

5 DNR Thompson SFH 944 State Highway M-149 Thompson, MI 49854 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $1.34 B005 DNR Thompson SFH-2/1/24

6 MDOC 3857 Cooper Street Jackson, MI 49201 MDOC Rented Ind. Bulk

Liq. Oxygen 1,500 SCF $1.02 B006 MDOC 3857 Cooper-2/1/24

*Pricing effective December 1, 2025

AGENCY NAME PHONE EMAIL

MDOT Tammy Walderzak 517-243-8276 WalderzakT@michigan.gov

MDOC Kristy McPherson 906- 298-2062 mcphersonk1@michigan.go v

DNR Marisa Lay LAYM@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 10 TO CONTRACT NO. MA200000000435

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

Bulk Gases and Related Products and Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

January 23, 2020 February 1, 2024 2 - 2 Years January 31, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

See Section 2.1 Delivery

P-Card Direct Voucher (PRC) Other Yes No

2580 28th Street SW

Grand Rapids MI 49509

Doug Nyhuis

616-532-2375 dnyhuis@puritygas.com

CV0019062

PURITY CYLINDER GASES INC

C O

N

TR

A C

TO

R

Amanda Smart

517-730-8796

DTMB

Various Various

SmartA1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

See Section 2.1 DeliveryNet 45

Change Notice Number 9

Contract Number MA200000000435 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

2 Years January 31, 2028

$1,370,000.00 $0.00 $1,370,000.00

DESCRIPTION

Effective September 15, 2025, the second 2-year option available on this contract is hereby exercised.

The revised contract expiration date is January 31, 2028.

MDOC Kristy McPherson 906- 298-2062 mcphersonk1@michigan.go v

DNR Marisa Lay LAYM@michigan.gov

MDOT Tammy Walderzak 517-243-8276 WalderzakT@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 9 TO CONTRACT NO. MA200000000435

CHANGE NOTICE NO. 9 TO CONTRACT NO. MA200000000435

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

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

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Bulk Gases and Related Products and Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

January 23, 2020 January 31, 2024 2 - 4 Years January 31, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

See Section 2.1 Delivery

P-Card Direct Voucher (PRC) Other Yes No

2580 28th Street SW

Grand Rapids MI 49509

Doug Nyhuis

616-532-2375 dnyhuis@puritygas.com

CV0019062

PURITY CYLINDER GASES INC

C O

N

TR

A C

TO

R

Amanda Smart

517-730-8796

DTMB

Various Various

SmartA1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

See Section 2.1 DeliveryNet 45

Change Notice Number 8

Contract Number MA200000000435 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

$1,370,000.00 $0.00 $1,370,000.00

DESCRIPTION

Effective 8/12/25, please note the Contract Administrator has been changed to Amanda Smart.

MDOC Kristy McPherson 906- 298-2062 mcphersonk1@michigan.go v

DNR Marisa Lay LAYM@michigan.gov

MDOT Tammy Walderzak 517-243-8276 WalderzakT@michigan.gov

Program Managers for

CHANGE NOTICE NO. 8 TO CONTRACT NO. MA200000000435

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

Bulk Gases and Related Products and Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

January 23, 2020 January 31, 2024 2 - 24 Months January 31, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

See Section 2.1 Delivery

P-Card Direct Voucher (PRC) Other Yes No

2580 28th Street SW

Grand Rapids MI 49509

Doug Nyhuis

616-532-2375 dnyhuis@puritygas.com

CV0019062

PURITY CYLINDER GASES INC

C O

N

TR

A C

TO

R

Jordana Sager

(517) 896-1903

DTMB

Various Various sagerj2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

See Section 2.1 DeliveryNet 45

Change Notice Number 7

Contract Number MA200000000435 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

$1,170,000.00 $200,000.00 $1,370,000.00

DESCRIPTION

Effective 3/01/2025, pricing on this contract hereby updated, per revised Attachment below. This contract is also increased by $200,000.

Please note the following Program Managers have been added to the contract:

Tammy Walderzak - MDOT

Kristy McPherson - MDOC

MDOT Tammy Walderzak 517-243-8276 WalderzakT@michigan.gov

MDOC Kristy McPherson 906- 298-2062 mcphersonk1@michigan.go v

Program Managers for

CHANGE NOTICE NO. 7 TO CONTRACT NO. MA200000000435

CHANGE NOTICE NO. 7 TO CONTRACT NO. 200000000435

Agency Leased or

Owned Status Item Bulk Tank Size (gallons)

Unit of Measure

(UOM)

Cost per UOM* SIGMA Supplier Part Number

1 DNR Harrietta State Fish Hatchery (SFH)

6801 W. 30 Road Harrietta, MI 49638 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.80 B001 DNR Harietta SFH-2/1/24

2 DNR Marquette SFH 488 Cherry Creek Rd.

Marquette, MI 49855 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $1.35 B002 DNR Marquette SFH-2/1/24

3 DNR Oden SFH 8258 S Ayr Rd Alanson, MI 49706 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.80 B003 DNR Oden SFH-2/1/24

4 DNR Platte River SFH 15210 US 31 Hwy Beulah, MI 49617 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.80 B004 DNR Platte R SFH-2/1/24

5 DNR Thompson SFH 944 State Highway M-149 Thompson, MI 49854 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $1.23 B005 DNR Thompson SFH-2/1/24

6 MDOC 3857 Cooper Street Jackson, MI 49201 MDOC Rented Ind. Bulk

Liq. Oxygen 1,500 SCF $1.02 B006 MDOC 3857 Cooper-2/1/24

*Pricing effective March 1, 2025

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 6 to

Contract Number 200000000435

Various

Jordana Sager dnyhuis@puritygas.com

Doug Nyhuis

Grand Rapids, MI 49509

PURITY CYLINDER GASES INC

CV0019062

616-532-2375

2580 28th Street SW

(517) 896-1903

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

sagerj2@michigan.gov

$570,000.00

February 1, 2020 January 31, 2026

BULK GASES AND RELATED PRODUCTS AND SERVICES

January 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 2 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

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

See Section 2.1 Delivery

$600,000.00 $1,170,000.00

Effective April 23, 2024, this contract is hereby increased by $600,000.00.

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 April 23, 2024.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

See Section 2.1 Delivery

DESCRIPTION

CONTRACT SUMMARY

SW

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 5 to

Contract Number 200000000435

Various

Alannah Doak dnyhuis@puritygas.com

Doug Nyhuis

Grand Rapids, MI 49509

PURITY CYLINDER GASES INC

CV0019062

616-532-2375

2580 28th Street SW

(517) 230-9424

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

doaka@michigan.gov

$570,000.00

February 1, 2020 January 31, 2024

BULK GASES AND RELATED PRODUCTS AND SERVICES

January 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 2 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

☒ two years ☐ January 31, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

See Section 2.1 Delivery

$0.00 $570,000.00

Effective 2/1/2024, Contract pricing for Bulk Oxygen has been updated per revised Price Table 3 (Attached). The first, two-year option available on this contract is hereby exercised. The revised contract expiration date is 1/31/2026.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

See Section 2.1 Delivery

DESCRIPTION

CHANGE NOTICE NO. 5 TO CONTRACT NO. 200000000435

Agency Leased or

Owned Status Item Bulk Tank Size (gallons)

Unit of Measure

(UOM)

Cost per UOM* SIGMA Supplier Part Number

1 DNR Harrietta State Fish Hatchery (SFH)

6801 W. 30 Road Harrietta, MI 49638 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.76 B001 DNR Harietta SFH-2/1/24

2 DNR Marquette SFH 488 Cherry Creek Rd.

Marquette, MI 49855 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $1.28 B002 DNR Marquette SFH-2/1/24

3 DNR Oden SFH 8258 S Ayr Rd Alanson, MI 49706 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.76 B003 DNR Oden SFH-2/1/24

4 DNR Platte River SFH 15210 US 31 Hwy Beulah, MI 49617 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.76 B004 DNR Platte R SFH-2/1/24

5 DNR Thompson SFH 944 State Highway M-149 Thompson, MI 49854 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $1.17 B005 DNR Thompson SFH-2/1/24

6 MDOC 3857 Cooper Street Jackson, MI 49201 MDOC Rented Ind. Bulk

Liq. Oxygen 1,500 SCF $0.97 B006 MDOC 3857 Cooper-2/1/24

*Pricing effective February 1, 2024

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 4 to

200000000435Contract Number

Various

Alannah Doak dnyhuis@puritygas.com

Doug Nyhuis

Grand Rapids, MI 49509

PURITY CYLINDER GASES INC

CV0019062

616-532-2375

2580 28th Street SW

(517) 230-9424 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

doaka@michigan.gov

$470,000.00

February 1, 2020 January 31, 2024

BULK GASES AND RELATED PRODUCTS AND SERVICES

January 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 2 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

☐ ☐ January 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

See Section 2.1 Delivery

$100,000.00 $570,000.00

Effective 4/1/2023, Contract pricing for Bulk Oxygen has been updated per revised Price Table 3 (Attached). This contract is also increased by $100,000.

Please note the Contract Administrator has been changed to Alannah Doak.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

See Section 2.1 Delivery

DESCRIPTION

CHANGE NOTICE NO. 4 TO CONTRACT NO. 200000000435

Agency Leased or

Owned Status Item Bulk Tank Size (gallons)

Unit of Measure

(UOM)

Cost per UOM* SIGMA Supplier Part Number

1 DNR Harrietta State Fish Hatchery (SFH)

6801 W. 30 Road Harrietta, MI 49638 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.70 B001 DNR Harietta SFH-4/1/23

2 DNR Marquette SFH 488 Cherry Creek Rd.

Marquette, MI 49855 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $1.14 B002 DNR Marquette SFH-4/1/23

3 DNR Oden SFH 8258 S Ayr Rd Alanson, MI 49706 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.70 B003 DNR Oden SFH-4/1/23

4 DNR Platte River SFH 15210 US 31 Hwy Beulah, MI 49617 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.70 B004 DNR Platte R SFH-4/1/23

5 DNR Thompson SFH 944 State Highway M-149 Thompson, MI 49854 DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $1.04 B005 DNR Thompson SFH-4/1/23

6 MDOC 3857 Cooper Street Jackson, MI 49201 MDOC Rented Ind. Bulk

Liq. Oxygen 1,500 SCF $0.90 B006 MDOC 3857 Cooper-4/1/23

*Pricing effective April 1, 2023

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

200000000435Contract Number

Various

Nichole Harrell dnyhuis@puritygas.com

Doug Nyhuis

Grand Rapids, MI 49509

PURITY CYLINDER GASES INC

CV0019062

616-532-2375

2580 28th Street SW

517-636-0313 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

harrelln@michigan.gov

$470,000.00

February 1, 2020 January 31, 2024

BULK GASES AND RELATED PRODUCTS AND SERVICES

January 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 2 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

☐ ☐ January 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

See Section 2.1 Delivery

$0.00 $470,000.00

Effective April 1, 2022, Contract pricing for Bulk Oxygen has been updated per revised Price Table 3 (Attached). All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

See Section 2.1 Delivery

DESCRIPTION

CHANGE NOTICE NO. 3 TO CONTRACT NO. 200000000435

Bulk Gases

ALL PRICING IS INCLUSIVE OF DELIVERY AND OTHER FEES/CHARGES.

Table 3: Bulk Gases

Location Name Street Address Agency Leased or

Owned Status Item Bulk Tank

Size (gallons)

Unit of Measure

(UOM)

Cost per

UOM*

SIGMA Supplier Part Number

DNR Harrietta State Fish Hatchery (SFH)

6801 W. 30 Road Harrietta, MI 49638

DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.64 B001 DNR Harietta SFH-2/1/20

2 DNR Marquette SFH 488 Cherry Creek Rd.

Marquette, MI 49855

DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $1.04 B002 DNR Marquette SFH-2/1/20

3 DNR Oden SFH 8258 S Ayr Rd Alanson, MI 49706

DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.64 B003 DNR Oden SFH-2/1/20

4 DNR Platte River SFH 15210 US 31 Hwy Beulah, MI 49617

DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.64 B004 DNR Platte R SFH-2/1/20

5 DNR Thompson SFH 944 State Highway M-149 Thompson, MI 49854

DNR Owned Ind. Bulk

Liq. Oxygen 3,000 CCF $0.95 B005 DNR Thompson SFH-2/1/20

6 MDOC

3857 Cooper Street Jackson, MI 49201

MDOC Rented Ind. Bulk

Liq. Oxygen 1,500 SCF $0.83 B006 MDOC 3857 Cooper-2/1/20

*Pricing effective April 1, 2022

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 200000000435Contract Number

Various

Yvon Dufour dnyhuis@puritygas.com

Doug Nyhuis

Grand Rapids, MI 49509

PURITY CYLINDER GASES INC

CV0019062

616-532-2375

2580 28th Street SW

(517) 249-0455 S

T A

T E

Program anager

Contract A dm inistrator

CO

N

TRA

CTO

R

DTMB

dufoury@michigan.gov

$400,000.00

February 1, 2020 January 31, 2024

BULK GASES AND RELATED PRODUCTS AND SERVICES

January 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 2 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

January 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

See Section 2.1 Delivery

$70,000.00 $470,000.00

Effective 9/3/2021, this Contract is increased by $70,0000 for MDOT purchases. All other terms, conditions, specifications, and pricing remain the same. Per Agency request, and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

See Section 2.1 Delivery

DESCRIPTION

Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 1 .

to

Contract Number 200000000435.

C O

N T

R A

C T

R

PURITY CYLINDER GASES INC

S T

A T

E

P ro g n a g e r

Various Statewide

2580 28th Street SW

Grand Rapids, MI 49509

Doug Nyhuis

C o n tr a c t

A d m in is tr a to r Steven Motz DTMB

616-532-2375 517-331-6086 dnyhuis@puritygas.com motzs1@michigan.gov

CV0019062

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 SUMMARY

DESCRIPTION: Bulk Gases and Related Products and Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

February 1, 2020 January 31, 2024 Two, two-year January 31, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 See Section 2.1 Delivery

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

See Section 2.1 Delivery

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

DESCRIPTION: Effective 1/1/2021, Contract pricing for Bulk Oxygen and Remote Telemetry in Schedule B, has been updated per the attached. All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, and DTMB Central Procurement Services approval.

Version 4 (5/2019) 3

Price Table 1 - RESERVED

Price Table 2 Various & Other – Options

ALL PRICING MUST BE INCLUSIVE OF DELIVERY, CYLINDER RENTAL, AND OTHER

FEES/CHARGES.

Table 2: Various & Other

Item Description Unit of Measure Unit Price Comment/N otes SIGMA Supplier Part Number

Remote Telemetry Month $25.00 A001 Remote Telemetry-2/1/20

Bulk Tank Inspection Year $300.00 A002 BulkTank Inspection-2/1/20

Removal of Bulk Tanks Ea $5,000.00 A003 BulkTank Removal-2/1/20

Rental of Bulk Tank Month $350.00 A004 BulkTank Rental-2/1/20

Purchase of 1,500 gal Bulk Tank Ea $50,135.00 Tank cost only A005 BulkTank Purch 1500-2/1/20

Purchase of 3,000 gal Bulk Tank Ea $72,368.00 Tank cost only A006 BulkTank Purch 3000-2/1/20

Purchase of 6,000 gal Bulk Tank Ea $105,098.00 Tank cost only A007 BulkTank Purch 6000-2/1/20

Purchase of 9,000 gal Bulk Tank Ea $149,090.00 Tank cost only A008 BulkTank Purch 9000-2/1/20

Revised 2/2019

Agency Leased or

Owned Status Item Bulk Tank

Size (gallons)

Unit of

Measure

(UOM)

Cost per

UOM

SIGMA Supplier Part Number

DNR Harrietta State

Fish Hatchery (SFH)

6801 W. 30 Road

Harrietta, MI 49638 DNR Owned

Ind. Bulk

Liq. Oxygen 3,000 CCF $0.63 B001 DNR Harietta SFH-2/1/20

2 DNR Marquette SFH 488 Cherry Creek Rd.

Marquette, MI 49855 DNR Owned

Ind. Bulk

Liq. Oxygen 3,000 CCF $1.02 B002 DNR Marquette SFH-2/1/20

3 DNR Oden SFH 8258 S Ayr Rd

Alanson, MI 49706 DNR Owned

Ind. Bulk

Liq. Oxygen 3,000 CCF $0.63 B003 DNR Oden SFH-2/1/20

4 DNR Platte River SFH 15210 US 31 Hwy

Beulah, MI 49617 DNR Owned

Ind. Bulk

Liq. Oxygen 3,000 CCF $0.63 B004 DNR Platte R SFH-2/1/20

5 DNR Thompson SFH 944 State Highway M-149

Thompson, MI 49854 DNR Owned

Ind. Bulk

Liq. Oxygen 3,000 CCF $0.93 B005 DNR Thompson SFH-2/1/20

6 MDOC

3857 Cooper Street

Jackson, MI 49201 MDOC Rented

Ind. Bulk

Liq. Oxygen 1,500 SCF $0.81 B006 MDOC 3857 Cooper-2/1/20

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 200000000435 .

between

THE STATE OF MICHIGAN

and

C

N

TR

A C

TO

R

PURITY CYLINDER GASES INC

ST

A

TE

Pr og an ag er

Various Statewide

2580 28th Street SW Phone Number

Grand Rapids, MI 49509 Email Address

Doug Nyhuis C on tra ct

Ad in is tra to r Steve Motz DTMB

616-532-2375 517-331-6086 dnyhuis@puritygas.com MotzS1@Michigan.gov

CV0019062

Bulk Gases and Related Products and Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE

February 1, 2020 January 31, 2024 Two, two-year January 31, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 See Section 2.1 Delivery

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

See Section 2.1 Delivery

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Notice of Contract is awarded from RFP # 190000003153. Orders for delivery will be issued directly by participating Departments through issuance of a Purchase Order.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $400,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget Central Procurement Services 525 W. Allegan St., 1st Floor. NE, Lansing, MI 48913 P.O. Box 30026, Lansing, MI 48909

Version 4 (5/2019) 2

CONTRACT NO. 200000000435

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

Version 4 (5/2019) 3

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Purity Cylinder Gases Inc., a Michigan Corporation. This Contract is for an initial 4-year term, effective on February 1, 2020 (“Effective Date”), and unless terminated, expires on January 31, 2024.

This Contract may be renewed for up to two (2) additional two-year (2-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:

Steve Motz 525 W. Allegan St. 1st Floor NE PO Box 30026 Lansing, MI 48909 MotzS1@Michigan.gov 517-331-6086

Doug Nyhuis 2580 28th Street SW Grand Rapids, MI 49509 dnyhuis@puritygas.com 616-532-2375

STATE OF MICHIGAN

STANDARD CONTRACT TERMS

mailto:MotzS1@Michigan.gov mailto:dnyhuis@puritygas.com

Version 4 (5/2019) 4

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: Contractor:

525 W. Allegan St. 1st Floor NE PO Box 30026 Lansing, MI 48909 MotzS1@Michigan.gov 517-331-6086

Doug Nyhuis 2580 28th Street SW Grand Rapids, MI 49509 dnyhuis@puritygas.com 616-532-2375

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:

525 W. Allegan St. 1st Floor NE PO Box 30026 Lansing, MI 48909 MotzS1@Michigan.gov

Doug Nyhuis 2580 28th Street SW Grand Rapids, MI 49509 dnyhuis@puritygas.com 616-532-2375

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

Minimum 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:

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 04.

mailto:MotzS1@Michigan.gov mailto:dnyhuis@puritygas.com mailto:MotzS1@Michigan.gov mailto:dnyhuis@puritygas.com

Version 4 (5/2019) 5

$50,000 Each Occurrence

Umbrella or Excess Liability Insurance

Minimum Limits:

$10,000,000 General Aggregate

Contractor must have their policy follow form.

Automobile Liability Insurance

Minimum Limits:

$1,000,000 Per Accident

Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds;

and (2) include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimum Limits:

$500,000 Each Accident

$500,000 Each Employee by Disease

$500,000 Aggregate Disease.

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 cancelled 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 delivery 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.

Version 4 (5/2019) 6

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

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

Version 4 (5/2019) 7

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.

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.

http://www.michigan.gov/SIGMAVSS

Version 4 (5/2019) 8

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

Version 4 (5/2019) 9 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 negligent 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…