200000000885.pdf

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

Patient Clothing

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 6, 2020 May 5, 2023 2 - 2 Years May 5, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

7295 Purfoy Road

Furquay-Varina NC 27526

Nicole Myatt

919-346-2154 nicolemyatt@bobbarker.com

CV0059783

BOB BARKER COMPANY INC

C O

N

TR

A C

TO

R

Lisa Spitzley

(517) 249-0440

DTMB

Various Various spitzleyL4@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Per Schedule A, Section 2.1. Time FramesNET 45

Change Notice Number 7

Contract Number MA200000000885 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

N/A

$674,100.00 $0.00 $674,100.00

DESCRIPTION

Effective August 20, 2025, please note the Contract Administrator for the State is updated to Lisa Spitzley. See Change Notice cover page above for contact information.

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

N/A N/A

AGENCY NAME PHONE EMAIL

MDHHS Chantelle Woolard 734-295-4202 WoolardC@michigan.gov

MDHHS David Zaleski 989-672-9444 ZaleskiD1@michigan.gov

MDHHS Gordon Norris 269-337-3048 NorrisG1@michigan.gov

MDHHS Dywan King 269-337-3048 KingD3@michigan.gov

MDOC Norma R. Killough 517-373-0287 KilloughN@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 7 TO CONTRACT NO. MA200000000885

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

Patient Clothing

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 6, 2020 May 5, 2023 2 - 24 Months May 5, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

7295 Purfoy Road

Furquay-Varina NC 27526

Nicole Myatt

919-346-2154 nicolemyatt@bobbarker.com

CV0059783

BOB BARKER COMPANY 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

Per Schedule A, Section 2.1. Time FramesNET 45

Change Notice Number 6

Contract Number MA200000000885 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

24 Months May 5, 2027

$674,100.00 $0.00 $674,100.00

DESCRIPTION

Effective March 17, 2025, the following changes are hereby incorporated into the contract:

1. Attached Schedule B - Pricing hereby replaces and supersedes any and all previous versions.

2. Final 2-year option available on this contract are hereby exercised. The revised contract expiration date is May 5, 2027.

3. Replacing the Hanes Comfortflex bra with the Hanes Longline Racerback bra.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency

MDHHS David Zaleski 989-673-3191 ZaleskiD1@michigan.gov

MDHHS Dywan King 269-337-3048 KingD3@michigan.gov

MDHHS Gordon Norris 269-337-3048 NorrisG1@michigan.gov

MDOC Norma R. Killough 517-373-0287 KilloughN@michigan.gov

Program Managers for

CHANGE NOTICE NO. 6 TO CONTRACT NO. MA200000000885

Revised via CN #6, Effective 5/06/2025 MA# 200000000885

SCHEDULE B

PRICING

Year 5- Option

Year 6- Option

Item # Clothing Type Cost per

Each Cost per

Each

A1 Women's Panty Sizes 5-16 (12 each package) 10.96 10.96

A2 Women's Panty Sizes 17-18 (12 each package) 13.75 13.75

B Women's Sports Bra (12 each package) 21.76 21.76

C-1 Jeans 8.07 8.07 C-2 Sweatpants 6.73 6.73

C-2 Sweatpants, Navy Blue, 8XL and 10XL (36 each package) 242.28 242.28

D-1 Crew Socks (12 pair package) 15.60 15.60 D-2 Ankle Socks (6 pair package) 9.12 9.12

E Shower shoes 3.05 3.05 F-1 Pajama Top, M, L, XL, 2XL, 3XL 8.11 8.11

F-1 Pajama Top, S, 4XL, 5LX and 6 XL (12 each package) 97.32 97.32

F-2 Pajama Bottom M, L, XL, 2XL, 3XL 8.11 8.11

F-2 Pajama Bottom, S, 4XL, 5LX and 6 XL (12 each package) 97.32 97.32

G Sweatshirt 7.17 7.17

G Sweatshirt, Navy Blue, 8XL and 10XL (12 each package) 86.04 86.04

H Winter gloves 3.86 3.86 I Winter hats (12 each package) 16.50 16.50 J Velcro shoes 20.69 20.69 K Athletic short 5.82 5.82 L Full Figure Cami Sports Bra 18.63 18.63

M Hanes Get Cozy Comfortflex Bra, Wire-Free, White (Ea)

M Hanes Longline Racerback Bra, White (3 each package) 21.30 21.30

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

Patient Clothing

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 6, 2020 May 5, 2023 2 - 24 Months May 5, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

7295 Purfoy Road

Furquay-Varina NC 27526

Nicole Myatt

919-346-2154 nicolemyatt@bobbarker.com

CV0059783

Bob Barker Company, 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

Per Schedule A, Section 2.1. Time FramesNET 45

Change Notice Number 5

Contract Number MA200000000885 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

$674,100.00 $0.00 $674,100.00

Effective September 9, 2024, David Zaleski is replacing Rachelle Strasburg as one of the MDHHS Program Managers.

Please note the Contract Administrator has been updated to Jordana Sager.

Jordana Sager Sagerj2@michigan.gov

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency

MDHHS David Zaleski 989-673-3191 ZaleskiD1@michigan.gov

MDHHS Gordon Norris 269-337-3048 NorrisG1@michigan.gov

MDHHS Dywan King 269-337-3048 KingD3@michigan.gov

MDOC Norma R. Killough 517-373-0287 KilloughN@michigan.gov

Program Managers for

CHANGE NOTICE NO. 5 TO CONTRACT NO. MA200000000885

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 4 to

Contract Number 200000000885

Various

Alannah Doak nicolemyatt@bobbarker.com

Nicole Myatt

Furquay-Varina, NC 27526

Bob Barker Company, Inc.

CV0059783

919-346-2154

7295 Purfoy Road

(517) 230-9424

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

doaka@michigan.gov

$674,100.00

May 6, 2020 May 5, 2025

PATIENT CLOTHING

May 5, 2023

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

☐ ☐ May 5, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $674,100.00

Effective September 15, 2023, The following item is added to this contract, per revised attachment Schedule B:

1. Hanes Get Cozy Comfortflex Bra

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

Per Schedule A, Section 2.1. Time Frames

DESCRIPTION

CONTRACT SUMMARY

MULTI

Program Managers for

CHANGE NOTICE NO. 4 TO CONTRACT NO. 200000000885

Daniel Blakely 989-673-3191 blakelyd@michigan.govMDHHS

Estelle Horne 734-295-4202 hornee@michigan.govMDHHS

Gordon Norris 269-337-3048 NorrisG1@michigan.govMDHHS

Dywan King 734-367-8599 KingD3@michigan.govMDHHS

Norma R. Killough 517-373-0287 KilloughN@michigan.govMDOC

Revised via CN #4, Effective 9/15/2023 MA# 200000000885

Year 1 Year 2 Year 3 Year 4

Item # Clothing Type Cost per

Each Cost per

Each Cost per

Each Cost per

Each

A1 Women's Panty Sizes 5-16 (12 each package) $ 10.44 $ 10.56 $ 10.80 $ 10.96

A2 Women's Panty Sizes 17-18 (12 each package) - - - $ 12.60

B Women's Sports Bra (12 each package) $ 19.92 $ 20.40 $ 20.76 $ 21.76

C-1 Jeans $ 6.78 $ 6.92 $ 7.02 $ 8.07 C-2 Sweatpants $ 6.13 $ 6.25 $ 6.38 $ 6.73

D-1 Crew Socks (12 pair package) $ 14.40 $ 14.88 $ 15.36 $ 15.60

D-2 Ankle Socks (12 pair package) $ 12.24 $ 12.60 $ 12.96 $ 13.20

E Shower shoes $ 2.05 $ 2.09 $ 2.13 $ 2.35

F-1 Pajama Top, M, L, XL, 2XL, 3XL $ 7.80 $ 7.95 $ 8.11 $ 8.11

F-1 Pajama Top, S, 4XL, 5LX and 6 XL (24 each package) $ 187.20 $ 190.80 $ 194.64 $ 194.64

F-2 Pajama Bottom M, L, XL, 2XL, 3XL $ 7.80 $ 7.95 $ 8.11 $ 8.11

F-2 Pajama Bottom, S, 4XL, 5LX and 6 XL (24 each package) $ 187.20 $ 190.80 $ 194.64 $ 194.64

G Sweatshirt $ 6.57 $ 6.70 $ 6.83 $ 7.17 H Winter gloves $ 2.46 $ 2.51 $ 2.56 $ 3.56

I Winter hats (12 each package) $ 15.00 $ 15.36 $ 15.60 $ 16.50

J Velcro shoes $ 18.94 $ 19.32 $ 19.70 $ 20.69 K Athletic short $ 4.78 $ 4.88 $ 4.97 $ 5.22 L Full Figure Cami Sports Bra - - - $ 18.63

M Hanes Get Cozy Comfortflex Bra, Wire-Free, White (Ea) - - - $ 7.10

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 3 to

Contract Number 200000000885

Various

Alannah Doak nicolemyatt@bobbarker.com

Nicole Myatt

Furquay-Varina, NC 27526

Bob Barker Company, Inc.

CV0059783

919-346-2154

7295 Purfoy Road

(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

$524,100.00

May 6, 2020 May 5, 2025

PATIENT CLOTHING

May 5, 2023

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

☐ ☐ May 5, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$150,000.00 $674,100.00

Effective 7/26/2023, this contract is adding the Michigan Department of Corrections (MDOC) as an authorized agency on this contract as reflected in Standard Contract Terms revisions as attached and is adding funding in the amount of $150,000.00 for use by MDOC. Schedule B is revised as attached to add clothing items and pricing.

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

Per Schedule A, Section 2.1. Time Frames

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 3 TO CONTRACT NO. 200000000885

Daniel Blakely 989-673-3191 blakelyd@michigan.govMDHHS

Estelle Horne 734-295-4202 hornee@michigan.govMDHHS

Gordon Norris 269-337-3048 NorrisG1@michigan.govMDHHS

Norma R. Killough 517-373-0287 KilloughN@michigan.govMDOC

Change No�ce #3, Effec�ve July 26, 2023 MA #200000000885

Standard Contact Terms Language Revisions

Replace Sec�on 4. Contract Manager, Contractor Representa�ve, and Program Manager as follows:

4. Contract Manager, Contractor Representative, and Program Manager. The Contract Manager and Contractor Representative will be the parties who have intimate knowledge of this contract and its parameters and will have the ability to answer questions about this contact, handle day-to-day issues, and work directly with each other and the Program Managers. These people will work with the Contract Administrator with regard to required contractual changes, annual contract reporting and the like. The Program Manager will monitor and coordinate the day-to-day activities of the Contract.

Contract Manager Contractor Representative State: Contractor:

Nick Norcross 320 S. Walnut 5th Floor Lansing, MI 48913 NorcrossN@michigan.gov 517-241-3131

Nicole Myatt 7925 Purfoy Rd.

Fuquay-Varina, NC 27526 nicolemyatt@bobbarker.com 919.346.2154

Program Manger State: CARO – Caro Center Contractor:

Tammy McPherson 200 Chambers Road Caro, MI 48723 McPhersonT2@michigan.gov 989-672-9444

Tammy Caldwell 7925 Purfoy Rd.

Fuquay-Varina, NC 27526 tammycaldwell@bobbarker.com 919-753-1644

State: CFP – Center for Forensic Psychiatry Tawana Brooks 8303 Platt Road, Saline, MI 48176 BrooksT@michigan.gov 734-429-2531 State: KPH – Kalamazoo Psychiatric Hospital Gordon Norris 1312 Oakland Drive, Kalamazoo, MI 49008 NorrisG1@michigan.gov 269-337-3048 State: WRPH- Walter P. Reuther Hospital Dywan King 30901 Palmer Road, Westland, MI 48186 KingD3@michigan.gov 734-367-8599 State: MDOC Norma Killough KilloughN@michigan.gov 517-335-2334 mailto:KilloughN@michigan.gov

Revised via CN #3, Effective 7/26/2023 MA# 200000000885

# Clothing Type Cost per

Each Cost per

Each Cost per

Each Cost per

Each

A1 Women's Panty Sizes 5-16 (12 each package) $ 10.44 $ 10.56 $ 10.80 $ 10.96

A2 Women's Panty Sizes 17-18 (12 each package) - - - $ 12.60

B Women's Sports Bra (12 each package) $ 19.92 $ 20.40 $ 20.76 $ 21.76

C-1 Jeans $ 6.78 $ 6.92 $ 7.02 $ 8.07 C-2 Sweatpants $ 6.13 $ 6.25 $ 6.38 $ 6.73

D-1 Crew Socks (12 pair package) $ 14.40 $ 14.88 $ 15.36 $ 15.60

D-2 Ankle Socks (12 pair package) $ 12.24 $ 12.60 $ 12.96 $ 13.20

E Shower shoes $ 2.05 $ 2.09 $ 2.13 $ 2.35

F-1 Pajama Top, M, L, XL, 2XL, 3XL $ 7.80 $ 7.95 $ 8.11 $ 8.11

F-1 Pajama Top, S, 4XL, 5LX and 6 XL (24 each package) $ 187.20 $ 190.80 $ 194.64 $ 194.64

F-2 Pajama Bottom M, L, XL, 2XL, 3XL $ 7.80 $ 7.95 $ 8.11 $ 8.11

F-2 Pajama Bottom, S, 4XL, 5LX and 6 XL (24 each package) $ 187.20 $ 190.80 $ 194.64 $ 194.64

G Sweatshirt $ 6.57 $ 6.70 $ 6.83 $ 7.17 H Winter gloves $ 2.46 $ 2.51 $ 2.56 $ 3.56

I Winter hats (12 each package) $ 15.00 $ 15.36 $ 15.60 $ 16.50

J Velcro shoes $ 18.94 $ 19.32 $ 19.70 $ 20.69 K Athletic short $ 4.78 $ 4.88 $ 4.97 $ 5.22 L Full Figure Cami Sports Bra - - - $ 18.63

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 2 to

200000000885Contract Number

Various

Alannah Doak nicolemyatt@bobbarker.com

Nicole Myatt

Furquay-Varina, NC 27526

Bob Barker Company, Inc.

CV0059783

919-346-2154

7295 Purfoy Road

(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

$524,100.00

May 6, 2020 May 5, 2023

PATIENT CLOTHING

May 5, 2023

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

☒ 2 Years ☐ May 5, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $524,100.00

Effective 5/5/2023, this contract is exercising the first two-year option. The revised contract expiration date is 5/5/2025.

Pricing on this contract is increased per attached Schedule B. Additionally, Item No. JZ-20-673-GLOVE-UNI (Item # H - Winter Gloves) has been discontinued by the supplier and replaced with Item No. STA01.

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

The following State PM changes are in place:

1. Daniel Blakely (blakelyd@michigan.gov, 989-673-3191) is replacing Tammy McPherson at the Caro Center

2. Estelle Horne (hornee@michigan.gov, 734-295-4202) is replacing Linda Taylor at the Center for Forensic Psychiatry

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

Per Schedule A, Section 2.1. Time Frames

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 200000000885

Daniel Blakely 989-673-3191 blakelyd@michigan.govMDHHS

Estelle Horne 734-295-4202 hornee@michigan.govMDHHS

Gordon Norris 269-337-3048 NorrisG1@michigan.govMDHHS

Revised via CN #2, Effective 5/5/2023 MA# 200000000885

# Clothing Type Cost per

Each Cost per

Each Cost per

Each Cost per

Each

A Women's Panty (12 each package) $ 10.44 $ 10.56 $ 10.80 $ 10.96

B Women's Sports Bra (12 each package) $ 19.92 $ 20.40 $ 20.76 $ 21.76

C-1 Jeans $ 6.78 $ 6.92 $ 7.02 $ 8.07 C-2 Sweatpants $ 6.13 $ 6.25 $ 6.38 $ 6.73

D-1 Crew Socks (12 pair package) $ 14.40 $ 14.88 $ 15.36 $ 15.60

D-2 Ankle Socks (12 pair package) $ 12.24 $ 12.60 $ 12.96 $ 13.20

E Shower shoes $ 2.05 $ 2.09 $ 2.13 $ 2.35

F-1 Pajama Top, M, L, XL, 2XL, 3XL $ 7.80 $ 7.95 $ 8.11 $ 8.11

F-1 Pajama Top, S, 4XL, 5LX and 6 XL (24 each package) $ 187.20 $ 190.80 $ 194.64 $ 194.64

F-2 Pajama Bottom M, L, XL, 2XL, 3XL $ 7.80 $ 7.95 $ 8.11 $ 8.11

F-2 Pajama Bottom, S, 4XL, 5LX and 6 XL (24 each package) $ 187.20 $ 190.80 $ 194.64 $ 194.64

G Sweatshirt $ 6.57 $ 6.70 $ 6.83 $ 7.17 H Winter gloves $ 2.46 $ 2.51 $ 2.56 $ 3.56

I Winter hats (12 each package) $ 15.00 $ 15.36 $ 15.60 $ 16.50

J Velcro shoes $ 18.94 $ 19.32 $ 19.70 $ 20.69 K Athletic short $ 4.78 $ 4.88 $ 4.97 $ 5.22

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

200000000885Contract Number

Various

Valerie Hiltz nicolemyatt@bobbarker.com

Nicole Myatt

Furquay-Varina, NC 27526

Bob Barker Company, Inc.

CV0059783

919-346-2154

7295 Purfoy Road

(517) 249-0459 S

T A

T E

P ro g n a g e r

C o n tra c t

A d m in is tra to r

C O

N T

R A

C T

O R

MULTI

DTMB

hiltzv@michigan.gov

$524,100.00

May 6, 2020 May 5, 2023

PATIENT CLOTHING

May 5, 2023

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

☐ ☐ May 5, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $524,100.00

Effective August 14, 2020, this contract is updating purchasing units and pricing as reflected in the revised Schedule B as attached. All other terms, conditions, specifications and pricing remain the same. Per Contractor's request, MDHHS agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

Per Schedule A, Section 2.1. Time Frames

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 200000000885

MDHHS Tammy McPherson 989-672-9444 McPhersonT2@michigan.gov

MDHHS Linda Taylor 734-295-4488 TaylorL21@michigan.gov

MDHHS Gordon Norris 269-337-3048 NorrisG1@michigan.gov

MDHHS Dywan King 734-367-8599 KingD3@michigan.gov

Revised via CN #1, Effective 8/14/2020 MA# 200000000000

Year 1 Year 2 Year 3

# Clothing Type Cost per

Each Cost per

Each Cost per

Each

A Women's Panty (12 each package) $ 10.44 $ 10.56 $ 10.80

B Women's Sports Bra (12 each package) $ 19.92 $ 20.40 $ 20.76

C-1 Jeans $ 6.78 $ 6.92 $ 7.02 C-2 Sweatpants $ 6.13 $ 6.25 $ 6.38

D-1 Crew Socks (12 pair package) $ 14.40 $ 14.88 $ 15.36

D-2 Ankle Socks (12 pair package) $ 12.24 $ 12.60 $ 12.96

E Shower shoes $ 2.05 $ 2.09 $ 2.13

F-1 Pajama Top, M, L, XL, 2XL, 3XL $ 7.80 $ 7.95 $ 8.11

F-1 Pajama Top, S, 4XL, 5LX and 6 XL (24 each package) $ 187.20 $ 190.80 $ 194.64

F-2 Pajama Bottom M, L, XL, 2XL, 3XL $ 7.80 $ 7.95 $ 8.11

F-2 Pajama Bottom, S, 4XL, 5LX and 6 XL (24 each package) $ 187.20 $ 190.80 $ 194.64

G Sweatshirt $ 6.57 $ 6.70 $ 6.83 H Winter gloves $ 2.46 $ 2.51 $ 2.56

I Winter hats (12 each package) $ 15.00 $ 15.36 $ 15.60

J Velcro shoes $ 18.94 $ 19.32 $ 19.70 K Athletic short $ 4.78 $ 4.88 $ 4.97

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 200000000885 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Bob Barker Company, Inc.

ST

A

TE

Pr og an ag er Varies by Location: See Below See Below

7925 Purfoy Road See Below

Fuquay-Varina, NC 27526 See Below

Nicole Myatt

C on tra ct

Ad in is tra to r Valerie Hiltz DTMB

919-346-2154 517-294-0459 nicolemyatt@bobbarker.com hiltzv@michigan.gov

CV0059783

DESCRIPTION:

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 6, 2020 May 5, 2023 2- two-year options May 5, 2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Per Schedule A, Section 2.1. Time Frames

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER: Orders will be place directly by the State agency via the authorized document established in Schedule A, Section 5.1. Authorizing Document, and per terms, conditions and specifications of this contract.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $524,100.00

STATE OF MICHIGAN PROCUREMENT

DTMB Central Procurement Services 525 W. Allegan, 1st Floor NE Lansing, MI 48933

CONTRACT NO. 200000000885

Program Managers

AGENCY LOCATION NAME PHONE EMAIL

MDHHS Caro Center Tammy McPherson 989-672-9444 McPhersonT2@michigan.gov MDHHS Center for Forensic Psychiatry Linda Taylor 734-295-4488 TaylorL21@michigan.gov MDHHS Kalamazoo Psychiatric Gordon Norris 269-337-3048 NorrisG1@michigan.gov MDHHS Walter P. Ruther Hospital Dywan King 734-367-8599 KingD3@michigan.gov

CONTRACT NO. 200000000885

Revised 5/03/2016

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Valerie Hiltz, Category Specialist, Commodities Division Name & Title

DTMB Central Procurement Services Agency

Date

Version 7 (8/2019) 1

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Bob Barker Company, Inc. (“Contractor”), a North Carolina Corporation. This Contract is effective on May 6, 2020 (“Effective Date”), and unless terminated, expires on May 5, 2023.

This Contract may be renewed for up to two, two-year option 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:

Valerie Hiltz 525 W. Allegan Street, 1st Floor NE Lansing, MI 48933 hiltzv@michigan.gov 517-249-0459

Nicole Myatt 7925 Purfoy Rd.

Fuquay-Varina, NC 27526

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

STANDARD CONTRACT TERMS

Version 7 (8/2019) 2

Valerie Hiltz 525 W. Allegan Street, 1st Floor NE Lansing, MI 48933 hiltzv@michigan.gov 517-249-0459

Nicole Myatt 7925 Purfoy Rd.

Fuquay-Varina, NC 27526

4. Contract Manager, Contractor Representative, and Program Manager. The Contract Manager and

Contractor Representative will be the parties who have intimate knowledge of this contract and its parameters and will have the ability to answer questions about this contact, handle day-to-day issues, and work directly with each other and the Program Managers. These people will work with the Contract Administrator with regard to required contractual changes, annual contract reporting and the like. The Program Manager will monitor and coordinate the day-to-day activities of the Contract.

Contract Manager Contractor Representative

Nick Norcross 320 S. Walnut 5th Floor Lansing, MI 48913 NorcrossN@michigan.gov 517-241-3131

Nicole Myatt 7925 Purfoy Rd.

Fuquay-Varina, NC 27526

Program Manger State: CARO – Caro Center Contractor:

Tammy McPherson 200 Chambers Road Caro, MI 48723 McPhersonT2@michigan.gov 989-672-9444

Tammy Caldwell 7925 Purfoy Rd.

Fuquay-Varina, NC 27526 tammycaldwell@bobbarker.com 919-753-1644

State: CFP – Center for Forensic Psychiatry Tawana Brooks 8303 Platt Road, Saline, MI 48176 BrooksT@michigan.gov 734-429-2531

State: KPH – Kalamazoo Psychiatric Hospital Gordon Norris 1312 Oakland Drive, Kalamazoo, MI 49008 NorrisG1@michigan.gov 269-337-3048

State: WRPH- Walter P. Reuther Hospital Dywan King 30901 Palmer Road, Westland, MI 48186 KingD3@michigan.gov 734-367-8599

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.

Version 7 (8/2019) 3

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:

$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 04.

Coverage must not have exclusions or limitations related to sexual abuse and molestation liability.

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.

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

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

Version 7 (8/2019) 4

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.

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. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. 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 within 30 days of any public announcement or otherwise once legally permitted to do so, 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 http://www.michigan.gov/mideal

Version 7 (8/2019) 5 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 become 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. All prices are exclusive 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

Version 7 (8/2019) 6 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 delivery 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 180 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.

http://www.michigan.gov/SIGMAVSS

Version 7 (8/2019) 7

26. General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced. Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations.

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense if the State deems necessary.

Contractor will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

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

27. Infringement Remedies. If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense:

(a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by the State with appropriate credits to the State against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it.

28. Limitation of Liability and Disclaimer of Damages. IN NO EVENT WILL THE STATE’S AGGREGATE

LIABILITY TO CONTRACTOR UNDER THIS CONTRACT, REGARDLESS OF THE FORM OF ACTION,

WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED THE MAXIMUM

A…