200000001772.pdf

Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 2 .

to Contract Number 200000001772.

C O

N

TR

A C

TO

R

Nelson Paint Company

ST

A

TE

Pr og ra m

M an ag er Marcy Sims DNR

1 Nelson Drive, PO Box 2040 517-582-3049

Kingsford, MI 49802 SimsM4@michigan.gov

Ryan C. Holm

C on tra ct

Ad in is tra to r Lisa Crozier-Green DNR

906-774-5566 517-388-6628 holmr@nelsonpaint.com CrozierGreenL@michigan.gov

CV0044969

STATE OF MICHIGAN PROCUREMENT

Department of Natural Resources 525 West Allegan, Constitution Hall, Third Floor Lansing, MI 48913

CONTRACT SUMMARY

DESCRIPTION: Tree and Boundary Marking Paint

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

September 2, 2020 August 31, 2025 Five 1-Year Options to Renew August 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 ARI Seven (7) Business Days ARO

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$2,126,042.26 $0.00 $2,126,042.26 DESCRIPTION: Effective October 15, 2021 pricing on this Contract is increased per Attachment 1. All other terms, conditions, specifications and pricing remain the same. Per Contractor and DNR agreement.

mailto:holmr@nelsonpaint.com

ATTACHMENT A

Aero Spot (12 oz. Cans) Orders OVER $200

Black 4.90$ 3.70$ Light Blue 4.90$ 3.70$ Light Green 4.90$ 3.70$ Orange 4.90$ 3.70$ Purple 4.90$ 3.70$ Red 4.90$ 3.70$ Yellow 4.90$ 3.70$

Super Spot - Gun Type (Quarts) Orders OVER $200

Black 6.87$ 5.58$ Light Blue 6.87$ 5.58$ Light Green 6.87$ 5.58$ Orange 6.87$ 5.58$ Red 6.87$ 5.58$ Yellow 6.87$ 5.58$

Super Spot - Gun Type (Gallons) Orders OVER $200

Light Blue 17.40$ 15.63$ Light Green 17.40$ 15.63$ Orange 18.88$ 17.02$ Red 18.88$ 17.02$ Yellow 18.88$ 17.02$

Boundary Mark - Gun Type (Quarts) Orders OVER $200

Black 8.36$ 7.00$ Light Blue 8.36$ 7.00$ Light Green 8.36$ 7.00$ Orange 8.36$ 7.00$ Red 8.36$ 7.00$ Yellow 8.36$ 7.00$

Boundary Mark - Gun Type (Gallons) Orders OVER $200

Light Blue 25.15$ 22.99$ Light Green 25.15$ 22.99$ Orange 25.15$ 22.99$ Red 25.15$ 22.99$ Yellow 25.15$ 22.99$

Orders UNDER $200

Orders UNDER $200

Orders UNDER $200

Orders UNDER $200

Orders UNDER $200

SCHEDULE B1 - PRICING SPREADSHEET - Revised 10/15/21

CHANGE NOTICE NO. 2 TO CONTRACT NO. 200000001772

FOR THE CONTRACTOR:

Nelson Paint Company, Inc.

Company Name

Authorized Agent Signature

Ryan C. Holm, Sales & Business Development Manager

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Lisa Crozier-Green, Contract Administrator

Name & Title

Agency

October 15, 2021

CONTRACT CHANGE NOTICE

Change Notice Number 1 .

to Contract Number 200000001772.

N

TR

A C

TO

ST

A

TE

Pr og an ag er Marcy Sims DNR

1 Nelson Drive, PO Box 2040 517-582-3049

Kingsford, MI 49802 SimsM4@michigan.gov

Ryan C. Holm

C on tra ct

Ad in is tra to r Lisa Crozier-Green DNR

906-774-5566 517-388-6628 holmr@nelsonpaint.com CrozierGreenL@michigan.gov

CV0044969

STATE OF MICHIGAN PROCUREMENT

Department of Natural Resources 525 West Allegan, Constitution Hall, Third Floor Lansing, MI 48913

CONTRACT SUMMARY

DESCRIPTION: Tree and Boundary Marking Paint

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

September 2, 2020 August 31, 2025 Five 1-Year Options to Renew August 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 ARI Seven (7) Business Days ARO

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$2,126,042.26 $0.00 $2,126,042.26 DESCRIPTION: Effective March 31, 2021 all Contractor contact information for Michael Edwards and Michael Fiera has been changed to Ryan C. Holm. All other terms, conditions, specifications and pricing remain the same. Per Contractor and DNR agreement.

mailto:holmr@nelsonpaint.com

CHANGE NOTICE NO. 1 TO CONTRACT NO. 200000001772

Ryan C. Holm, Sales & Business Development Manager

Lisa Crozier-Green, Contract Administrator

March 31, 2021

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 200000001772 .

between

THE STATE OF MICHIGAN

and

N T

R A

C T

S T

A T

E P ro g a n a g e r Marcy Sims DNR

1 Nelson Drive, PO Box 2040 517-582-3049

Kingsford, MI 49802 SimsM4@michigan.gov

Michael Feira C o n tr a c t

A d m in is tr a to r Lisa Crozier-Green DNR

906-774-5566 517-388-6626 feiram@nelsonpaint.com CrozierGreenL@michigan.gov

CV0044969

CONTRACT SUMMARY

DESCRIPTION: Tree and Boundary Marking Paint

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

September 2, 2020 August 31, 2025 Five 1-Year Options to Renew August 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 ARI Seven (7) Business Days ARO

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

The terms and conditions of this Contract are those of RFP 200000001993, this Contract Agreement and the vendor's quote dated June 25, 2020. In the event of any conflicts between the specifications and / or terms and conditions indicated by the State and those indicated by the vendor, those of the State take precedence. This Contract is pursuant to approval by the State Administrative Board on September 1, 2020.

ESTIMATED CONTRACT VALUE AT TIME OF

EXECUTION

$2,126,042.26

STATE OF MICHIGAN PROCUREMENT

525 West Allegan, Constitution Hall, Third Floor Lansing, MI 48913

Version 11 (5/2020) 2

CONTRACT NO. 200000001772

Michael E. Edwards, CEO/GM

Laura L. Gyorkos, Procurement Section Manager

Version 10 (4/2020)

STATE OF MICHIGAN

Contract No. 200000001772 Department of Natural Resources - Forest Resources Division

Tree and Boundary Marking Paint

SCHEDULE A - STATEMENT OF WORK

BACKGROUND

The Michigan Department of Natural Resources (DNR) manages over 4 million acres of forest lands. Tree and boundary marking paints are required to prepare forest products for commercial sale. Paint will be used to mark individual trees for sale or to mark the area boundary in a timber sale. Timber sales are designed to improve the condition of the forest by releasing the residual trees from competition; revenue from timber sales is used to manage State Forests.

SCOPE

This Contract includes Nelson Paint Company tree marking paint in a variety of colors supplied in aerosol cans, quarts and gallon containers, and boundary marking paint in a variety of colors supplied in quarts and gallon container, delivered to Forest Resources Division Field Office locations throughout the State.

Pricing includes shipping F.O.B. Destination to forest Resources Division Field Office locations throughout the State.

REQUIREMENTS

1. General Requirements

A. The Contractor agrees tree and boundary marking paint supplied shall:

1. Show no sign of thinning of the film.

2. Provide highly visible color and remain true to color, showing no sign of fading or color change.

3. Meet current EPS regulations for volatile organic compounds (VOC) content. DNR prefers low VOC paint.

4. Not cause irritation to the skin, eyes, nose, throat or lungs.

5. Be lead-free.

6. Be suitable for application/adherence to tree or boundary surfaces through range of -20°F to 110°F.

7. Dry to the point of rain resistance within 30 minutes of application.

8. Provide dry hard time within 48 hours.

9. Withstand storage in temperatures from -20°F to 110°F,

10. Provide shelf-life of three years after delivery.

11. Paint solids shall not settle out.

12. Paint shall require no more than one-minute hand shaking to be ready for use.

B. Tree marking paint shall:

1. Provide excellent durability on all types of trees, and

2. Adhere to cold and or wet tree bark, without blistering, peeling, streaking or running.

1.1. Product Specifications

A. Nelson Aero Spot Tree Marking Paint

1. 12-ounce, aerosol cans

2. Guaranteed minimum three-year duration.

3. Colors available:

a. Black

b. Light Blue

c. Light Green

d. Orange

e. Purple

f. Red

g. Yellow

B. Nelson Super Spot – Gun Type – Tree Marking Paint – Quart Containers

1. Paint shall spray easily through a hand-operated spray gun up to a minimum of 10 feet with no clogging or settling.

2. Quart cans shall have a round, conical top with threads compatible with the Nelson Paint Company brand Nelspot D-103 spray gun.

3. Guaranteed minimum three-year duration.

4. Colors available:

a. Black

b. Light Blue

c. Light Green

d. Orange

e. Red

f. Yellow

C. Nelson Super Spot – Gun Type – Tree Marking Paint – Gallon Containers

1. Paint shall spray easily through a hand-operated spray gun up to a minimum of 10 feet with no clogging or settling.

2. Guaranteed minimum three-year duration.

3. Colors available:

a. Light Blue

b. Light Green

c. Orange

d. Red

e. Yellow

D. Nelson Boundary Mark – Boundary Marking Paint – Gun Type – Quart Containers

1. Paint shall spray easily through a hand-operated spray gun up to a minimum of 10 feet with no clogging or settling.

2. Quart cans must have a round, conical top with threads compatible with the Nelson Paint Company brand Nelspot D-103 spray gun.

3. Guaranteed minimum five-year duration.

4. Colors available:

a. Black

b. Light Blue

c. Light Green

d. Orange

e. Red

f. Yellow

E. Nelson Boundary Mark – Boundary Marking Paint – Gun Type – Gallon Containers

1. Paint shall spray easily through a hand-operated spray gun up to a minimum of 10 feet with no clogging or settling.

2. Guaranteed minimum five-year duration.

3. Colors available:

a. Light Blue

b. Light Green

c. Orange

d. Red

e. Yellow

1.2. Warranties

A. The Contractor warrants that upon delivery paint will conform to Contractor’s internal specification for such goods.

B. This warranty is valid for thirty (30) days from the date of delivery of goods and expires thereafter.

C. The Contractor will replace any defective product at no cost, all issues should be reported to the Contractor

Sales Team.

D. The Contractor will expedite shipment of replacement product and provide return labels for defective product, if required.

E. To report warranty issues, DNR may contact Contractor sales staff at 906-774-5566. Sales staff will receive the warranty claim and process accordingly.

F. The Contractor states defects will be examined by the Nelson Quality Control Office.

G. Warranty replacements will be shipped to the designed DNR address free of charge.

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

1.3. Recall Requirements and Procedures - RESERVED

1.4. Quality Assurance Program

A. The Contractor states a full review of each batch of paint is made by the Nelson Paint Quality Control Officer.

Actual weather tests are ongoing. Complete grind and blend specifications are in place. Batch contract assessment of each batch with records maintain for a minimum of seven (7) years.

1.5. Incentives

A. The Contractor is not offering any special incentives or quick payment terms.

2. Service Levels

2.1. Time Frames

A. All Contract Activities must be delivered within SEVEN (7) business days from receipt of order. The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

2.2. Delivery

A. Delivery will be F.O.B. Destination.

B. Delivery will be made at various locations throughout the State, both Upper and Lower Peninsulas.

C. The Contractor will provide lift gate service, when required, at no additional charge to the State.

2.3. Installation - RESERVED

2.4. Technical Support and Repairs - RESERVED

2.5. Maintenance - RESERVED

2.6. Training - RESERVED

2.7. Reporting

A. The Contractor agrees to submit the following reports to the Program Manager, Contract Administrator, or designee when requested:

1. Annual Sales Report by State Fiscal Year (10/1 – 9/30) including:

a. Item

b. Color

c. Quantity

d. Price Each

e. Total Spend

2.8. Meetings

A. The Contractor agrees to attend any meetings required by the DNR, but requests meetings conducted remotely, when practicable.

B. The State may request meetings as it deems appropriate.

3. Staffing

3.1. Contractor Representative

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

B. The Contractor Representative will be available for calls during the hours of 8:00 a.m. to 5:00 p.m. EST, Monday – Friday.

C. If the Contractor Representative is unavailable for contact during the stated days and times, the Contractor Representative will provide back-up contact information via voice mail and automated email reply.

D. The Contractor agrees to notify the Contract Administrator at least TEN (10) calendar days before removing or assigning a new Contractor Representative.

3.2. Key Personnel

The Contractor agrees to identify Key Personnel, indicate where they will be physically located, describe the functions they will perform, and provide current chronological résumés.

A. The Contractor agrees to appoint ONE (1) individual who will be directly responsible for the day to day operations of the Contract (“Key Personnel”). The individual appointed may be the same individual as the Contractor Representative.

B. Key Personnel will be specifically assigned to this account, knowledgeable on the contractual requirements, and respond to State inquires within FOUR (4) business hours.

1. The Contractor agrees not to remove or assign Key Personnel without the prior consent of the State.

Prior consent is not required for reassignment for reasons beyond the Contractor’s control, including illness, disability, death, leave of absence, personal emergency, resignation, or termination for cause.

2. The State may request a résumé and conduct an interview before approving a change.

3. The State may require a 30-calendar day training period for replacement personnel.

C. The Contractor agrees to identify the Key Personnel, indicate where they will be physically located, describe the functions they will perform, and provide current chronological résumés.

3.3. Disclosure of Subcontractors

Contractor Representative: Michael Feira Email: feiram@nelsonpaint.com Telephone: 906-774-5566 Days / Times Available: Monday – Friday, 8:00 a.m. to 5:00 p.m. EST

Key Personnel: Michael E. Edwards Physical Location: 1 Nelson Drive, Kingsford, MI 49802 Email: edwardsm@nelsonpaint.com Telephone: 906-774-5566 Days / Times Available: Monday – Friday, 8:00 a.m. – 5:00 p.m. EST Functions Performed: CEO / GM

A. The Contractor states no subcontractors will be utilized for any portion of the production or packaging of paint.

B. The Contractor intends to utilize various commercial carriers such as XPOLogistics, FedEx, UPS, etc.

dependent upon size of the order, applicable rates, and delivery timeframes.

C. In the event the Contractor requires the use of subcontractors, the Contractor agrees to provide the following:

1. Subcontractor’s legal business name, address, and telephone number,

2. Description of the subcontractor’s organization,

3. Information concerning subcontractor’s ability to provide the Contract Activities,

4. The relationship of the subcontractor to the Contractor,

5. Details of the Contractor’s previous working experience with the subcontractor,

6. A complete description of the Contract Activities that will be performed or provided by the subcontractor.

3.4. Security

A. The Contractor agrees:

1. Prior to shipping, product for the DNR is segregated to a secure area.

2. Orders are shipped with specific instruction provided by the DNR.

3. The Contractor utilizes only license, bonded and MDOT compliant freight carries or recognized reputation.

4. Background checks for commercial carrier employees are performed by the commercial carrier.

5. Commercial carriers used require employees to wear carrier uniforms or display employee identification.

6. Contractor employees are screened by Talent Wise prior to employment with the Contractor.

B. The State may require the Contractor’s personnel to wear State issued identification badges.

4. Pricing

4.1. Price Term

A. Pricing is firm for a 365-day period (“Pricing Period”). The first pricing period begins on the Effective Date of the Contract.

B. Price quoted must include delivery, F.O.B. Destination. Any variation must be included in Schedule B – Pricing.

4.2. Price Changes

A. Adjustments may be requested, in writing, by either party.

B. Any approved adjustments in price will require a mutually executed change notice.

C. Any approved adjustments in price will take effect no earlier than the next Pricing Period.

D. Any adjustments will be based on changes in actual Contractor costs. Any request for adjustment must be supported by written evidence documenting the change in costs.

E. The State may consider sources, such as the Consumer Price Index; Producer Price Index; other pricing indices as needed; economic and industry data; manufacturer or supplier letters noting the increase in pricing; and any other data the State deems relevant.

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

G. The Contractor remains responsible for Contract Activities at the current price for all orders received before the start date of the new Pricing Period.

5. Ordering

5.1. Authorizing Document

A. The authorizing document for the Contract will be a properly executed Delivery Order.

B. Orders for delivery will be issued to the Contractor by the DNR. An oral, emailed or faxed order for delivery by authorized DNR personnel constitutes an order under the Contract, however, delivery may not be completed until the Contractor received a properly executed Delivery Order (DO).

C. The Contractor may provide an order form for use by DNR staff.

5.2 Order Verification

A. The Contractor agrees to have internal controls, approved by DNR Procurement Services, to verify abnormal orders and to ensure that only authorized individuals place orders.

B. The Contractor agrees DNR may place orders by telephone or email to sales@nelsonpaint.com. Written orders may be submitted but are not required. The Contractor will provide the DNR with order forms if requested.

5.3 Minimum Order

A. The Contractor states no minimum order requirement.

6. Delivery

6.1. Delivery Programs

A. The Contractor intends to utilize the best source commercial carrier for delivery, subject to DNR specifications, as requested.

B. The Contractor agrees to provide the commercial carrier with any special delivery instructions such as advance notification / verification of delivery date and timeframe, when applicable. Due to the majority of DNR locations within 1 or 2-day shipping points, 24-hour notification may be the only option available.

C. The Contractor agrees to provide email order verification with shipment tracking information to DNR contact, if contact information is provided.

D. The Contract agrees to request commercial carrier to notify DNR staff prior to arrival on site, to ensure DNR staff are on site to receive order, when applicable.

6.2. Packaging and Palletizing

A. The Contractor agrees packaging will be optimized to permit the lowest freight rate.

B. Shipments will be palletized whenever possible using manufacturer's standard 4-way shipping pallets.

7. Acceptance

7.1. Acceptance, Inspection and Testing

A. Acceptance is pursuant to Section 14, Acceptance, of the Standard Contract Terms.

8. Invoice and Payment

8.1. Invoice Requirements

A. Invoices are pursuant to Section 15 of the Standard Contract Terms.

B. Payment terms are Net 45 days after receipt of invoice (ARI) unless a quick payment discount is offered. The Contractor is encouraged to offer quick payment terms. The number of days must not include processing time for payment to be received by the Contractor's financial institution.

C. All invoices submitted to the State must include:

1) date

2) delivery order number / document ID

3) quantity

4) description of the Contract Activities

5) unit price

6) shipping cost (if any) and

7) total price.

8.2. Payment Methods

A. The State will make payment for Contract Activities by Electronic Funds Transfer (EFT) only.

B. The Contractor must be registered and active in SIGMA VSS and must be EFT compliant.

9. Contractor’s Project Plan

A. The Contractor agrees to carry out this project under the direction and control of the Program Manager.

10. Licensing Agreement

A. The Contractor must provide a copy of any applicable licensing agreement.

11. Liquidated Damages

A. Late or improper completion of the Contract Activities will cause loss and damage to the State and it would be impracticable and extremely difficult to fix the actual damage sustained by the State.

B. If there is late or improper completion of the Contract Activities the State is entitled to collect liquidated damages in the amount of $500 and an additional $100 per day for each day Contractor fails to remedy the late or improper completion of the Work.

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

1. The State is entitled to collect $500 per individual per day for the removal of any Key Personnel without prior approval of the State.

2. The State is entitled to collect $500 per individual per day for an unapproved or untrained key personnel replacement.

12. Additional Requirements

12.1. Environmental and Energy Efficient Products

The Contractor agrees to identify any energy efficient, bio-based, or otherwise environmentally friendly products or processes used. The Contractor must include any relevant third-party certification, including the verification of a United States Department of Agriculture certified bio-based product label or process.

12.2. Hazardous Chemical Identification

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

12.3. Mercury Content

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

Contract No. 200000001772 Department of Natural Resources - Forest Resources Division

Tree and Boundary Marking Paint

SCHEDULE B - PRICING

1. The Contractor price includes all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing). Pricing is F.O.B. Destination.

2. The Contractor is not offering quick payment terms.

Estimated

Annual

Quantity

Estimated

Contract

Quantity

Proposed

Price Each Total Proposed

Nelson Aero Spot - 12 ounce cans

Black 150 1500 3.27$ 4,900.50$

Light Blue 700 7000 3.27$ 22,869.00$

Light Green 600 6000 3.27$ 19,602.00$

Orange 150 1500 3.27$ 4,900.50$

Purple 100 1000 3.27$ 3,267.00$

Red 700 7000 3.27$ 22,869.00$

Yellow 200 2000 3.27$ 6,534.00$

Nelson Super Spot - Tree Marking Paint - Gun Type - Quarts

Black 75 750 4.56$ 3,421.43$

Light Blue 1500 15000 4.56$ 68,428.57$

Light Green 2000 20000 4.56$ 91,238.10$

Orange 8000 80000 4.56$ 364,952.38$

Red 3500 35000 4.56$ 159,666.67$

Yellow 1000 10000 4.56$ 45,619.05$

Nelson Super Spot - Tree Marking Paint - Gun Type - Gallons

Light Blue 1000 10000 12.59$ 125,904.76$

Light Green 300 3000 12.59$ 37,771.43$

Orange 4000 40000 13.98$ 559,238.10$

Red 150 1500 13.98$ 20,971.43$

Yellow 100 1000 13.98$ 13,980.95$

Nelson Boundary Mark - Boundary Marking Paint - Gun Type - Quart:

Black 250 2500 5.76$ 14,404.76$

Light Blue 600 6000 5.76$ 34,571.43$

Light Green 800 8000 5.76$ 46,095.24$

Orange 2000 20000 5.76$ 115,238.10$

Red 1500 15000 5.76$ 86,428.57$

Yellow 200 2000 5.76$ 11,523.81$

Nelson Boundary Mark - Boundary Marking Paint - Gun Type - Gallon:

Light Blue 25 250 19.03$ 4,757.14$

Light Green 200 2000 19.03$ 38,057.14$

Orange 400 4000 19.03$ 76,114.29$

Red 100 1000 19.03$ 19,028.57$

Yellow 100 1000 19.03$ 19,028.57$

Total Proposed for Contract $2,041,382.48

SCHEDULE B1 - PRICING SPREADSHEET

Nelson Aero Spot - 12 ounce cans

Proposed

Price

Each

Black 4.47$

Light Blue 4.47$

Light Green 4.47$

Orange 4.47$

Purple 4.47$

Red 4.47$

Yellow 4.47$

Nelson Super Spot - Tree Marking Paint - Gun Type - Quarts

Black 5.85$

Light Blue 5.85$

Light Green 5.85$

Orange 5.85$

Red 5.85$

Yellow 5.85$

Nelson Super Spot - Tree Marking Paint - Gun Type - Gallons

Light Blue 14.36$

Light Green 14.36$

Orange 15.84$

Red 15.84$

Yellow 15.84$

Nelson Boundary Mark - Boundary Marking Paint - Gun Type - Quart:

Black 7.12$

Light Blue 7.12$

Light Green 7.12$

Orange 7.12$

Red 7.12$

Yellow 7.12$

Nelson Boundary Mark - Boundary Marking Paint - Gun Type - Gallon:

Light Blue 21.19$

Light Green 21.19$

Orange 21.19$

Red 21.19$

Yellow 21.19$

Tiered Pricing Schedule - Orders Under $200.00

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Nelson Paint Company (“Contractor”), a Michigan Corporation. This Contract is effective on September 2, 2020 (“Effective Date”), and unless terminated, expires on August 31, 2025.

This Contract may be renewed for up to FIVE (5) 1-Year Renewal Options. 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 contacting 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:

Lisa Crozier-Green Department of Natural Resources 525 West Allegan, Constitution Hall, Third Floor Lansing, MI 48933 CrozierGreenL@michigan.gov 517-388-6626

Michael E. Edwards 1 Nelson Drive Kingsford, MI 49802 edwardsm@nelsonpaint.com 906-774-5566

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:

Lisa Crozier-Green Department of Natural Resources 525 West Allegan, Constitution Hall, Third Floor Lansing, MI 48933

Michael E. Edwards 1 Nelson Drive Kingsford, MI 49802

STANDARD CONTRACT TERMS

CrozierGreenL@michigan.gov 517-388-6626

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:

Marcy Sims, DNR Forest Resources Division 525 West Allegan, Constitution Hall, Fifth Floor Lansing, MI 48933 SimsM4@michigan.gov 517-582-3049

Michael E. Edwards 1 Nelson Drive Kingsford, MI 49802

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

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

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum Limits:

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

Deductible Maximum:

$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.

Umbrella or Excess Liability Insurance

Minimum Limits:

$5,000,000 General Aggregate

Contractor must have their policy follow form.

Automobile Liability Insurance

Minimum Limits:

$1,000,000 Per Accident

Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities.

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

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. 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.

8. 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.

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

10. 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.

11. 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.

12. 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.

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

14. 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 21, 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.

15. 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.

16. 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.

17. 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.

18. 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.

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

20. 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.

21. 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 http://www.michigan.gov/SIGMAVSS 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.

22. 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 23, 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.

23. 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 120 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.

24. 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.