200000000897.pdf

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Michigan Department of Transportation MI|MA200000000897
Contract number
MA200000000897
Issued by
Michigan

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This is a Contract Change Notice Number 7 to Michigan Department of Transportation (MDOT) Contract No. 200000000897 between the State of Michigan and Maurer's Textile Rental Services, Inc., a Michigan-based company headquartered at 930 Filley Street, Lansing, MI 48906. The contract pertains to uniform rental, mat, and laundry services provided to various MDOT locations including the Bureau of Field Services Fleet (TSMO) in Lansing, Bay Region Saginaw East Garage, University Region garages in Monroe and Brighton, Charlotte Garage, Grand Ledge Garage, Williamston Garage, and the Office of Aeronautics in Lansing. The original contract was effective June 1, 2020, with an initial expiration date of May 31, 2025, and provided for two one-year renewal options.

Change Notice 7 exercises the two available option year renewals, extending the contract through May 31, 2027. The current contract value prior to this change notice was $47,250.91, and the value of Change Notice 7 is $58,248.78, bringing the estimated aggregate contract value to $105,499.69 for the extended two-year period. Line items have been updated to reflect consistent pricing across various locations. The contract includes pricing for uniforms (pants, shirts, jackets, coats, vests), mat services (various sizes of black and chocolate mats), and laundry services with weekly delivery and pickup. Payment terms are Net 45 days, and the contractor must maintain required insurance coverage including commercial general liability of $1,000,000 per occurrence and workers' compensation. The contract does not offer extended purchasing options and requires delivery of services F.O.B. destination within State premises with transportation costs paid by the contractor.

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Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 7 .

to

Contract Number 200000000897

C O

N T

R A

C T

R

Maurer’s Textile Rental Services, Inc.

S T

A T

E P ro gr a m

M n a ge r

Various, see locations MDOT

930 Filley Street

Lansing, MI 48906

Lawrence J. Maurer

C o n tr a c t A d m in is tr a to r ReChelle Kendrick MDOT

517-321-2811 517-335-5905 ljmaurer@maurerstextile.com KendrickR1@michigan.gov

CV0022195

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Transportation Van Wagoner Bldg., 425 W. Ottawa, Lansing, MI 48933 P. O. Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Mats, Uniform Rental and Laundry Services for Bureau of Field Services Fleet (TSMO); Saginaw East;

University TSC - Monroe/Brighton Garages; Office of Aeronautics.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 1, 2020 May 31, 2025 2, 1-year options May 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (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 31, 2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$47,250.91 $58,248.78 $105,499.69 DESCRIPTION: Upon execution, the Contract is amended to add Mats, Uniform Rental, and Laundry Services for the above locations, and exercising two option year renewals through May 31, 2027. Line items have been updated to reflect consistent pricing among various locations. All other terms, conditions and specifications remain the same per contractor and agency agreement.

mailto:ljmaurer@maurerstextile.com

CHANGE NOTICE 7

CONTRACT NO. 200000000897

Mats, Uniform & Laundry Services

OFFICE OF AERONAUTICS

*Quantities based on estimated need. The State of Michigan is not obligated to purchase the quantities listed above.

** SAM GARMENT billed weekly and does not] include leased items. SAM DUST billed monthly.

Locations Program Manager Issues with Invoices

RQN Initiators

Total

Bureau of Field Services (Lansing) - TSMO (old OOAS)

Colby Page Marjorie Ingraham $11,213.77

Bay Region - Saginaw East Garage Jeff Loper Kristine Boman $3,610.08

University Region -

Monroe Garage Connie Grantham Lisa Burkholder $9,062.65

Brighton Garage Connie Grantham $1,995.00

Charlotte Garage

Grand Ledge Garage

Williamston Garage

Melissa Longworth Elizabeth Jorae $23,300.00

Office of Aeronautics (Lansing) (New) Michael Soper Natalie Westrate $9,067.28

TWO YEAR CONTRACT VALUE $58,248.78

Item Number Description Base Size (S-XL) Unit Price

Extended Size (1X-4X)

Unit Price

Quantity* Extended Total

MI0003 SHOPS WHITE $0.08 50 $4.00

KP10NV COAT COUNTER NAVY $0.90 3 $2.70

PT20NV PANT NAVY $0.61 5 $3.05

PT2ANV PANT SHOP $0.80(21) $1.04(5) 26 $22.00

PT2ABK PANT SHOP $0.80 5 $4.00

SP14LA SHIRT LT GREY LG $0.61 3 $1.83

SP24LA SHIRT LT GREY SH $0.61 2 $1.22

SP24EX SHIRT GREY/BLUE $0.61 (5) $0.793(5) 10 $7.02

SP24WH SHIRT WHITE SHSL $0.61 5 $3.05

EXTENDED TOTAL 44.87

SAM GARMENT (28.5%) $12.80

UNIFORM WEEKLY TOTAL 61.67

PT2ACH PANT SHOP (lease) $0.35** 10 $3.50

SP24MB SHIRT PETROL BL (lease) $0.30** 26 $7.80

LEASED EXTENDED TOTAL $11.30

UNIFORM WEEKLY TOTAL $72.97

UNIFORM TWO YEAR TOTAL $7,588.88

MT6001 BLACK MATS 3X5 $3.40 3 $10.20

MT6003 BLACK MATS 3X10 $6.00 2 $12.00

MT2051 CHOCOLATE MATS 3X5 $3.40 4 $13.60

MT2052 CHOCOLATE MATS 4X6 $4.40 3 $13.20

MT2053 CHOCOLATE MATS 3X10 $6.00 1 $6.00

EXTENDED TOTAL $55.00

SAM DUST (12%) $6.60

MATS MONTHLY TOTAL $61.60

MATS TWO YEAR TOTAL $1,478.40

AERO TWO YEAR CONTRACT TOTAL $9,067.28

CHANGE NOTICE 7

UPDATED PRICING SHEET

Commodity Line Commodity Line Description Unit of Measure

Unit Price

5 PT2ACH PANT SHOP (lease) EA $ 0.35

8 Shirt Cotton Navy SC30/40NV S-XL EA $ 0.61

9 T Shirt - CB1500BK EA $ 0.49

10 Light Jacket EA $ 1.00

11 KP10NV Counter Coat Navy EA $ 0.90

12 PT20NV Pant Navy EA $ 0.61

13 SP14LA Shirt LT Grey LG EA $ 0.61

14 SP24LA Shirt Lt Grey SH EA $ 0.61

15 SP24EX SHIRT GREY/BLUE EA $ 0.61

16 SP24EX SHIRT GREY/BLUE EXT EA $ 0.793

17 Shirt White SHSL EA $ 0.61

18 MI0003 Shops White EA $ 0.08

19 SP24MB SHIRT PETROL BL (lease) EA $ 0.30

23 Pant Shop PT2ANV S-XL EA $ 0.80

24 Pants Cotton Navy - PC20NV S-XL EA $ 0.61

28 Pants Denim Dunga - PD80PW S-XL EA $ 0.61

29 Jacket Duck -JD24ND S-XL EA $ 1.85

30 Jack Slash POC-JT22NV 2XL+ EA $ 1.30

31 Jacket Duck -JD24ND 2XL+ EA $ 2.45

33 Misc Prep Charge EA $ 0.50

34 Pant Shop - PT2ANV XXL (44W)+ EA $ 1.04

35 Jack Slash POC-JT22NV S-XL EA $ 1.00

41 Shirt Tee CB1500BK - XXL+ EA $ 0.64

44 Statement Charge EA $ 2.00

47 Jack Slash POC-JT22NV EA $ 1.30

49 Shirt Cotton Navy SC30/40NV 2XL+ EA $ 0.79

55 Pants Denim Dunga - PD80PW XXL (44W)+ EA $ 0.79

58 Pants Cotton Navy - PC20NV XXL (44W)+ EA $ 0.79

66 SAM Garment Charge EA $ -

71 SAM Dust Mats EA $ -

80 MT6001 BLACK MATS 3X5 EA $ 3.40

81 MT6003 BLACK MATS 3X10 EA $ 6.00

82 MT2051 CHOCOLATE MATS 3X5 EA $ 3.40

83 MT2052 CHOCOLATE MATS 4X6 EA $ 4.40

84 MT2053 CHOCOLATE MATS 3X10 EA $ 6.00

88 Vest EA $ 2.41

Change Notice Number 6

Contract Number 200000000897

N T

R A

C T

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A T

E P ro g ra n a g e r

Jeff Loper MDOT

930 Filley Street 989-233-5367

Lansing, MI 48906 loperj@michigan.gov

Lawrence J. Maurer C o n tr ct

A d m in is tr a to r ReChelle I. Kendrick MDOT

517-321-2811 517-335-5905 ljmaurer@maurerstextile.com KendrickR1@michigan.gov

CV0022195

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Transportation 425 W. Ottawa Street, Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Uniform Rental and Laundry Services for TSMO-Bureau of Field Services Fleet, Saginaw East, and University TSC-Monroe/Brighton Garages, Additionally, this contract covers uniform rental and mat services for Charlotte, Grand Ledge, and Williamston garages. Charlotte, Grand Ledge, and Williamston garages are the only locations that includes mat services.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 1, 2020 May 31, 2025 2, 1-year options May 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

LENGTH OF

EXTENSION

REVISED EXP. DATE

☐ ☐ No Change

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$38,922.00 $8,328.91 $47,250.91 DESCRIPTION: Upon execution, the Contract is amended to add Uniform Rental, Mat, and Laundry Services for the University Region; Charlotte Garage, Grand Ledge Garage, and Williamston Garage. These 3 locations are the only locations that include services for Mats. The pricing sheet for the three locations is attached. All other services for the existing locations remain the same. Per Contractor and Agency agreement.

CHANGE NOTICE NO. 6 TO CONTRACT NO. 200000000897

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

FOR THE STATE:

Signature

For Department Director

Agency

Contract Number 20000000897

Change Notice #6

Pricing for Grand Ledge Garage

MATS Grand Ledge Quantity Unit Rate Weekly Cost

3 by 10 8 4.00

$ 32.00

3 by 5 6

2.00

$ 12.00

3 by 5 logo 0

5.00 sub-Total $ 44.00

SAM Dust $ 5.28

Total $ 49.28

UNIFORMS Grand Ledge Quantity Unit Rate Weekly Cost

Jacket Slash Pocket 1

1.00

$ 1.00

Demin Jean 5

0.61

$ 3.05

Cotton Navy Shirt 5

0.61

$ 3.05 sub-total $ 7.10

SAM

Garment

$ 2.02

Total $ 9.12

*assumed size S-

XL

Weekly Invoice TOTAL $ 58.40

Yearly estimate TOTAL $ 3,036.98

Pricing for Charlotte Garage

MATS Charlotte Quantity Unit Rate Weekly Cost

3 by 10 5

4.00 $ 20.00

3 by 5 3

2.00 $ 6.00

3 by 5 logo 0

5.00 $ -sub-Total $ 26.00

SAM Dust $ 3.12

Total $ 29.12

UNIFORMS Charlotte Quantity Unit Rate Weekly Cost

Jacket Slash Pocket 1

1.00 $ 1.00

Demin Jean 5

0.61 $ 3.05

Cotton Navy Shirt 5

0.61 $ 3.05 sub-total $ 7.10

SAM

Garment $ 2.02

Total $ 9.12

*assumed size S-

XL

Weekly Invoice TOTAL $ 38.24

Yearly estimate TOTAL $ 1,988.66

Pricing for Williamston Garage

MATS Williamston Quantity Unit Rate Weekly Cost

3 by 10 3

4.00 $ 12.00

3 by 5 9

2.00 $ 18.00

3 by 5 logo 0

5.00 $ -sub-Total $ 30.00

SAM Dust $ 3.60

Total $ 33.60

UNIFORMS Williamston Quantity Unit Rate Weekly Cost

Jacket Duck 1

1.85 $ 1.85

Jacket slash Pocket 1

1.00 $ 1.00

Pant Denim 5

0.61 $ 3.05

Shirt Cotton Navy 5

0.61 $ 3.05

Vest 1

2.41 $ 2.41

Jacket Duck (3XL) 1

2.45 $ 2.45

Jacket slash Pocket (3

XL) 1

2.45 $ 2.45

Pant Navy 5

0.61 $ 3.05

Shirt Cotton Navy (3XL) 5

0.80 $ 3.98

*based on invoice sub-total $ 23.29

SAM Garment $ 6.64

TOTAL $ 29.92

Weekly Invoice TOTAL $ 63.52

Yearly estimate TOTAL $ 3,303.27

Change Notice Number 5 .

Contract Number 200000000897.

N T

R A

C T

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A T

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P ro g n a g e r Jeff Loper MDOT

930 Filley Street 989-233-5367

Lansing, MI 48906 loperj@michigan.gov

Lawrence J. Maurer C o n tr a c t

A d m in is tr a to r ReChelle I. Kendrick MDOT

517-321-2811 517-335-5905

425 West Ottawa Street, Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Uniform Rentals and Laundry Services for TSMO – Bureau of Field Services Fleet, Saginaw East, and University TSC-Monroe/Brighton Garages

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 1, 2020 May 31, 2025 2, 1-year options May 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Payment Request (PRC) Other Yes No

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$38,922.00 0 $38,922.00 DESCRIPTION: Effective March 27, 2023, the following items are added to this Contract to reflect unit prices for five additional mechanics as attached. No mats will be invoiced against this contract. Please bill separately. All other terms, conditions, specifications, and pricing remain the same per contractor and agency agreement.

Michigan.gov/MiProcurement

CHANGE NOTICE 5

UNIFORM RENTALS AND LAUNDRY SERVICES

SCHEDULE B - PRICING SHEET

AS OF MARCH 27, 2023

Charges for lost/damaged items based on age (in-service date) See Schedule A, Statement of Work, Section 1.2 Warranties

Current charge

New charge

Cotton shirt, Garment age, 0-3 months $24.00 each $27.50 each Cotton pant, Garment age, 0-3 months $24.00 each $34.00 each Cotton shirt, Garment age, 4-6 months $22.00 each $25.50 each Cotton pant, Garment age, 4-6 months $22.00 each $32.00 each Cotton shirt, Garment age, 7 months and older $20.00 each $23.50 each Cotton pant, Garment age 7 months and older $20.00 each $30.00 each

Prices for Garments if Purchased

Pants – Canvas $24.00 each $40.65 each Pants - Denim (blue jean) $24.00 each $30.40 each Uniform Work Shirts - Long Sleeve $24.00 each $27.50 each Uniform Work Shirts - Short Sleeve $24.00 each $27.50 each T Shirts - 100% Cotton $12.00 each $16.00 each Light Jacket $40.00 each $50.00 each Winter Coat $90.00 each $100.00 each

Miscellaneous Charges Statement Charge $2.00 $40.65 each Pants - Denim (blue jean) $24.00 each $30.40 each Uniform Work Shirts - Long Sleeve $24.00 each $27.50 each

Item Number (if applicable)

Description Base Size Unit Price

(S-XL)

(up to 44” waist )

Extended Size Unit Price

(XXL-3XL)

(up to 55” waist )

Extended Size Unit Price

3XL +

(55” or more)

CB1500BK Shirt Tee $0.49 $0.637 $3.18 PC20NV Pant Cotton $0.61 $0.657 $3.28 PT2ANV Pant Shop $0.80 $1.04 $5.20 PD60PW Pant Denim $0.61 $0.796 $3.98 PD80PW Pant Denim Dungaree $0.61 $0.796 $3.98 SC30NV Shirt Cotton Navy $0.61 $0.796 $3.98 SC40NV Shirt Cotton Navy $0.61 $0.796 $3.98 JT22NV Jacket Slash Pocket $1.00 $2.45 $3.18 JD24ND Jacket Duck $1.85 $2.45 $2.45

Change Notice Number 4 .

N T

R A

C T

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A g n a g e r Jeff Loper MDOT

930 Filley Street 989-233-5367

Lansing, MI 48906 loperj@michigan.gov

Lawrence J. Maurer C o n tr m in is tr a to r ReChelle I. Kendrick MDOT

517-321-2811 517-335-5905

425 West Ottawa Street, Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Uniform Rentals and Laundry Services for Saginaw East Garage, 3510 E Washington Ave., Saginaw, MI 48601

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$36,504.00 0 $36,504.00 DESCRIPTION: Effective July 15, 2022, the following items are added to this Contract to reflect unit prices for extended sizes: Pant Shop PT2ANV EXT ($1.352); Jacket Slash POC JT22NV S-XL ($1.00); Shirt Cotton Navy 2XL+ ($0.65); Jacket Duck - JD24ND EXT ($2.41), Jacket Duck - JD24ND ($1.85), Pants Denim Dunga – PD80PW ($0.845). All other terms, conditions, specifications, and pricing remain the same per contractor and agency agreement.

CHANGE NOTICE NO. 4 TO CONTRACT NO. 200000000897

Date

Change Notice Number 3 .

N T

R A

C T

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A g n a g e r Jeff Loper MDOT

930 Filley Street 989-233-5367

Lansing, MI 48906 loperj@michigan.gov

Lawrence J. Maurer C o n tr a c t

A d m in is tr a to r ReChelle I. Benson MDOT

517-321-2811 517-335-5905 ljmaurer@maurerstextile.com bensonr4@michigan.gov

425 West Ottawa Street, Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Uniform Rentals and Laundry Services for Saginaw East Garage, 3510 E Washington Ave., Saginaw, MI

48601

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

P-card Payment Request (PRC) Other Yes No

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$36,504.00 0 $36,504.00 DESCRIPTION: Effective April 1, 2022, the following items are added to this Contract: Jacket Duck - JD24ND 2XL-3XL ($1.85), Jacket Slash POC JT22NV 2XL+ ($1.30); Jacket Duck – JD24ND 4XL+ ($2.41); Pant Shop PT2ANV ($1.04); and Miscellaneous – Prep Charge ($0.50). All other terms, conditions, specifications, and pricing remain the same per contractor and agency agreement.

CHANGE NOTICE NO. 3 TO CONTRACT NO. 200000000897

Maurer’s Textile Rental Services, Inc.__

4/25/2022

5/3/2022

Change Notice Number 2 .

N T

R A

C T

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A g n a g e r Jeff Loper MDOT

930 Filley Street 989-233-5367

Lansing, MI 48906 loperj@michigan.gov

Lawrence J. Maurer C o n tr m in is tr a to r ReChelle I. Benson MDOT

517-321-2811 517-335-5905

425 West Ottawa Street, Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Uniform Rentals and Laundry Services for Saginaw East Garage, 3510 E Washington Ave., Saginaw, MI 48601

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$36,504.00 $2,418.00 38,922.00 DESCRIPTION: Effective September 8, 2021, the following items are added to this Contract, per Attachment. All other terms, conditions, specifications, and pricing remain the same per contractor and agency agreement.

CHANGE NOTICE NO. 2 TO CONTRACT NO. 200000000897

Maurer’s Textile Rental Services, Inc.__

9/7/2021

9/3/2021

CONTRACT NO.: 200000000897

CHANGE NOTICE 2

AS OF SEPTEMBER 7, 2021

MDOT Saginaw East Garage, 3510 E Washington Ave., Saginaw, MI 48601

Description

Est.

Number of

MDOT

Employees

Est. Total Number of Garments

Number of Weeks

Price per Week/per Employee Total Price

Weekly Uniform Laundry/Service Charges:

Pants Cotton Navy – PC20NV 3 143 52 $0.50 $78.00

Shirt Cotton Navy S-XL 3 143 52 $0.50 $78.00

Pant Shop – PT2ANV 3 143 52 $0.80 $124.80

Shirt Cotton Navy XXL+ 3 143 52 $0.65 $101.40

Pants Denim Dunga – PD80PW 3 143 52 $0.65 $101.40

Estimated Weekly Charges for 1 Year: $483.60 Total Estimated Price Added to 5-Year Contract Term: $2,418.00

Listed quantities are estimates only. Exact quantities are unknown. The State is not obligated to purchase in these listed quantities.

Change Notice Number 1 .

N T

R A

C T

T

A g n a g e r Jeff Loper MDOT

930 Filley Street 989-233-5367

Lansing, MI 48906 loperj@michigan.gov

Lawrence J. Maurer C o n tr m in is tr a to r ReChelle I. Benson MDOT

517-321-2811 517-335-5905

425 West Ottawa Street, Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Uniform Rentals and Laundry Services for Saginaw East Garage, 3510 E Washington Ave., Saginaw, MI 48601

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

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

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$27,124.50 $9,379.50 $36,504.00 DESCRIPTION: Effective May 14, 2021, this change notice increases the employee count from 13 to 16 and adds $9,379.50 to the contract amount, per the attachment. All other terms, conditions, specifications, and pricing remain the same per contractor and agency agreement.

CHANGE NOTICE NO. 1 TO CONTRACT NO. 200000000897

Maurer’s Textile Rental Services, Inc__

5/10/2021 _

5/14/2021

CONTRACT NO.: 200000000897

CHANGE NOTICE 1

AS OF MAY 14, 2021

MDOT Saginaw East Garage, 3510 E Washington Ave., Saginaw, MI 48601

Number of

MDOT

Employees

Est. Total Number of Garments

Number of Weeks

Price per Week/per Employee Total Price

Weekly Uniform Laundry/Service Charges:

Pants – Canvas, Shop or Denim (blue jean) 3 143 52 $2.50 $390.00

Red Kap Performance Pants PT2ANV 3 143 52 $4.00 $624.00

Uniform Work Shirts - Long or Short Sleeve 3 143 52 $2.50 $390.00

T Shirts - 100% Cotton or Synthetic Blend 3 143 52 $1.60 $249.60

Light Jacket 3 26 26 $1.00 $78.00

Winter Coat 3 13 26 $1.85 $144.30

Estimated Weekly Charges for 1 Year: $1,875.90

Total Estimated Price Added to 5-Year Contract Term: $9,379.50

Charges for lost/damaged items based on age (in-service date) See Schedule A, Statement of Work, Section 1.2 Warranties

Cotton shirt, Garment age, 0-3 months $24.00 each

Cotton pant, Garment age, 0-3 months $24.00 each

Cotton shirt, Garment age, 4-6 months $22.00 each

Cotton pant, Garment age, 4-6 months $22.00 each

Cotton shirt, Garment age, 7 months and older $20.00 each

Cotton pant, Garment age 7 months and older $20.00 each

Pants - Canvas $24.00 each

Pants - Denim (blue jean) $24.00 each

Uniform Work Shirts - Long Sleeve $24.00 each

Uniform Work Shirts - Short Sleeve $24.00 each

T Shirts - 100% Cotton $12.00 each

Light Jacket $40.00 each

Winter Coat $90.00 each

Listed quantities are estimates only. Exact quantities are unknown. The State is not obligated to purchase in these listed quantities.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 200000000897 .

between

THE STATE OF MICHIGAN

and

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A g n a g e r

Joe Pline MDOT

930 Filley Street 517-284-6442

Lansing, MI 48906 plinej1@michigan.gov

Lawrence J. Maurer C o n tr m in is tr a to r ReChelle I. Benson MDOT

517-321-2811 517-335-5905

CONTRACT SUMMARY

DESCRIPTION: Uniform Rentals and Laundry Services for Office of Operations Administrative Services, Fleet Administration & Operations

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 1, 2020 May 31, 2025 2, 1-year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MISCELLANEOUS INFORMATION

The Contract Agreement is awarded on the basis of the inquiry bearing the solicitation number 200000001558.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $27,124.50

425 West Ottawa St., Lansing, MI 48933

Company Name

5/27/2020

Name & Title

6/1/2020

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Maurer’s Textile Rental Services, Inc. (“Contractor”), a Michigan based company. This Contract is effective on June 1, 2020 (“Effective Date”), and unless terminated, expires on May 31, 2025. This Contract may be renewed for up to two additional 1-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

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

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

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

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier;

(b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

ReChelle I. Benson

MDOT-CSD

425 West Ottawa Street Lansing, MI 48933 bensonr4@michigan.gov 517-335-5905

Christina Carpenter Maurer’s Textile Rental Services, Inc.

930 Filley Street Lansing, MI. 48906 ccarpenter@maurerstextile.com 517-327-8115

STATE OF MICHIGAN

STANDARD CONTRACT TERMS

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:

ReChelle I. Benson

MDOT-CSD

425 West Ottawa Street Lansing, MI 48933 bensonr4@michigan.gov 517-335-5905

Christina Carpenter Maurer’s Textile Rental Services, Inc.

930 Filley Street Lansing, MI. 48906 ccarpenter@maurerstextile.com 517-327-8115

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:

Joe Pline MDOT-OOAS Fleet Administration & Operations 2522 West Main Street Lansing, Michigan 48917 plinej1@michigan.gov 517-284-6442

Dan Nanasy Maurer’s Textile Rental Services, Inc.

930 Filley St.

Lansing, MI. 48906 dnanasy@maurerstextile.com 517-327-8119

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

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.

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. 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. 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, or as may be specified in Schedule A, 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 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. Reserved.

19. Reserved.

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 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 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). This Contract will automatically be extended through the end of the transition period.

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

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

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense if the State deems necessary. Contractor will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

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

General.

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

28. Limitation of Liability 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 AMOUNT OF FEES PAYABLE UNDER THIS CONTRACT. The State is not liable for consequential, incidental, indirect, or special damages, regardless of the nature of the action.

29. Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 14 calendar days of receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively, “Proceeding”) involving Contractor, a subcontractor, or an officer or director of Contractor or subcontractor, that arises during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil Proceeding involving:

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

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

30. Reserved.

31. Reserved.

32. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section survive the termination of this Contract.

a. Meaning of Confidential Information. For the purposes of this Contract, the term “Confidential

Information” means all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was: (a) subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (e) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Contract, in all cases and for all matters, State Data is deemed to be Confidential Information.

b. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to a subcontractor is permissible where: (a) use of a subcontractor is authorized under this Contract; (b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and (c) Contractor obligates the subcontractor in a written contract to maintain the State's Confidential Information in confidence. At the State's request, any employee of Contractor or any subcontractor may be required to execute a separate agreement to be bound by the provisions of this Section.

c. Cooperation to Prevent Disclosure of Confidential Information. Each party must use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party must advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

d. Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of the State, at the sole election of the State, the immediate termination, without liability to the State, of this Contract or any Statement of Work corresponding to the breach or threatened breach.

e. Surrender of Confidential Information upon Termination. Upon termination of this Contract or a

Statement of Work, in whole or in part, each party must, within 5 calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession, custody, or control; provided, however, that Contractor must return State Data to the State following the timeframe and procedure described further in this Contract. Should Contractor or the State determine that the return of any Confidential Information is not feasible, such party must destroy the Confidential Information and must certify the same in writing within 5 calendar days from the date of termination to the other party. However, the State’s legal ability to destroy Contractor data may be restricted by its retention and disposal schedule, in which case Contractor’s Confidential Information will be destroyed after the retention period expires.

33. Reserved.

34. Reserved.

35. Reserved.

36. Records Maintenance, Inspection, Examination, and Audit. The State or its designee may audit Contractor to verify compliance with this Contract.

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