210000001047.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Financial Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30023, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

Contract Number MA210000001047

C O

N

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AC

TO

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ELITE FIRE SAFETY, INC.

23661 Telegraph Road

Southfield MI 48033

Jason Gonzalez

248-834-4467

JasonG@elitefire.com

CV0006491

ST

AT

E

Pr og ra m

M an ag er

Mark Delong MVFA

DelongM5@michigan.gov

C on tr ac t Ad m in is tr at or Kerri Bielski DTMB bielskik@michigan.gov

CONTRACT SUMMARY

Fire Alarm Testing and Inspection Services at the Michigan Veteran Homes at Chesterfield Township

INITIAL EFFECTIVE DATE

July 1, 2021

INITIAL EXPIRATION DATE

June 30, 2024

INITIAL AVAILABLE OPTIONS

5 - 12 Months

EXPIRATION DATE BEFORE

June 30, 2029

PAYMENT TERMS

Net45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE

$184,563.00

VALUE OF CHANGE NOTICE

$10,451.52

ESTIMATED AGGREGATE CONTRACT VALUE

$195,014.52

DESCRIPTION

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

Effective 07/01/2026, the following amendment is incorporated into this Contract per attached Quote#

Q11526-792RJV.

This change includes the following:

Add fire extinguisher testing services for the Michigan Veteran Homes at Chesterfield Township. Testing coverage is effective for six-years. The contract is increased by $10,451.52.

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

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA210000001047

FOR THE CONTRACTOR:

ELITE FIRE SAFETY, INC.

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name and Title

DTMB Financial Services Agency

Date

Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 1 .

to Contract Number 512 210000001047.

C O

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A C

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Elite Fire Safety

ST

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Pr og ra m

M an ag er

Mark Delong, Director of Maintenance

MVHCT

23661 Telegraph Road 586-243-1389

Southfield, MI 48033 DelongM5@michigan.gov

Jason Gonzalez

C on tra ct

Ad in is tra to r Kerri Bielski DTMB

248-834-4467 616-364-5327

JasonG@elitefire.com BielskiK@michigan.gov

Vendor# CV0006491

STATE OF MICHIGAN PROCUREMENT

Michigan Veteran Homes Michigan Veteran Homes at Chesterfield Twp 47901 Sugarbush Road, Chesterfield, MI 48047

CONTRACT SUMMARY

DESCRIPTION: Fire Alarm Testing and Inspection Services at the MI Veteran Homes at Chesterfield Township

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

07/01/2021 06/30/2024 Five 1-year 06/30/2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☒ 5-years ☐ 06/30/2029

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$63,900.00 $116,500.00 $180,400.00 DESCRIPTION: Effective immediately, option years one through five will be exercised extending the expiration date from 06/30/2024 to 06/30/2029. The contract will be increased by $116,500.00 ($21,300.00 x 5-years service agreement and $10,000.00 for any repairs needed) making the new estimated contract value $180,400.00. All other terms and conditions remain the same.

mailto:BielskiK@michigan.gov

Revised 2/2019

CHANGE NOTICE NO. 1 TO CONTRACT NO. 210000001047

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

FOR THE STATE:

Signature

Jordan Sherlock, Procurement Manager

Name & Title

Dept. Technology, Management and Budget

Version 2 (1/2018) 3

STATE OF MICHIGAN

Contract No. 512 210000001047 Fire Alarm Services

SCHEDULE B

PRICING

Option Years 1-5 (July 1, 2024 through June 30, 2029)

Item Quantity Description Price 1 1-year Service Agreement, Inspections &

Testing $21,300.00

Maintenance and Repairs As Requested by MVHCT (quotes required, parts additional):

Straight Time Monday – Friday 6:00a.m. – 5:00p.m.

Excluding Holidays

Regular Overtime Monday – Friday Including Saturdays 5:01p.m. – 5:59a.m.

Excluding Holidays

Sundays & Holidays

Fire Alarm Technician

$165.00/hour* $247.50/hour* $330.00/hour*

Maintenance and Repairs As Requested by MVHCT (quotes required, parts additional):

Straight Time Monday – Friday 6:00a.m. – 4:00p.m.

Excluding Holidays

Regular Overtime Monday – Friday Including Saturdays 4:01p.m. – 5:59a.m.

Excluding Holidays

Sundays & Holidays

Sprinkler Technician

$165.00/hour* $247.50/hour* $330.00/hour*

* Indicates (4) hour minimum.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 512 210000001047 .

between

THE STATE OF MICHIGAN

and

C O

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A C

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Pr og ra m

M an ag er

Mark DeLong, Director of Maintenance

MVHCT

23661Telegraph Rd 586-243-1389

Southfield, MI 48033 DelongM5@michigan.gov

Jason Gonzalez

C on tra ct

Ad in is tra to r

Kerri Bielski, Buyer DTMB

248-834-4467 616-364-5327

JasonG@elitefire.com BielskiK@michigan.gov

Vendor# CV0006491

CONTRACT SUMMARY

DESCRIPTION: Fire Alarm Testing and Inspection Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

07/01/2021 06/30/2024 Five 1-year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

N/A

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $63,900.00

STATE OF MICHIGAN PROCUREMENT

Michigan Veteran Homes Michigan Veteran Homes at Chesterfield Township 47901 Sugarbush Rd, Chesterfield, MI 48047

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CONTRACT NO. 512 210000001047

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

FOR THE STATE:

Signature

Name & Title

Version 2 (1/2018) 3

SCHEDULE A

STATEMENT OF WORK

CONTRACT ACTIVITIES

BACKGROUND

This is a contract to conduct an annual inspection and test of the fire alarm system for the Department of Military and Veterans Affairs (DMVA), Michigan Veteran Homes at Chesterfield Township (MVHCT) located at 47901 Sugarbush Road, Chesterfield, MI 48047. This inspection and testing will use the testing protocols specified by NFPA 72, by testing and inspecting all parts, devices, equipment and/or components of the fire alarm system and smoke control system.

SCOPE

A. The Contractor shall provide all personnel, equipment, tools, materials, supervision and technical services necessary to perform the services as described in the specifications herein. The services requested are identified herein and during the hours specified by the Contract Compliance Inspector or designee.

B. The MVHCT’s objective is to have 100% NFPA-72 code compliant annual inspections and testing of the campus fire alarm systems.

C. MVHCT requires 100% annual testing of Staefa MS200 HVAC Smoke Control system per the manufacturer’s specifications.

D. The Contractor is to provide sensitivity testing of all detectors per manufacturer’s specifications.

E. The Contractor is to provide cleaning, calibration of firmware/software checks, and load testing of all existing batteries.

F. The Contractor is to develop the NFPA required report.

G. Other Maintenance and Repairs as required and quoted separately.

REQUIREMENTS

A. The Contractor, through innovation, technology or other means, shall perform and provide the required services and sufficient staff to complete the frequencies determined by the state and otherwise do all things necessary for, or incidental, to the performance of work. Compliance will be based on the State’s overall evaluation and interpretation in accordance with method of performance, frequencies and method of performance, as set forth in this Contract.

B. The Contractor shall provide all services and related items and services necessary for, or incidental to, the performance of work in accordance with this Contract.

C. The Contractor shall provide services as described and/or directed by the CCI or designee.

D. The Contractor shall furnish, operate and maintain suitable and adequate equipment necessary to perform the services in an approved safe, workmanlike manner without hindrance, delay or damage.

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The equipment must be commercially available, in good repair, and shall be maintained regularly. All equipment shall meet all federal, state and local safety requirements.

Under no circumstances shall the State be responsible for any damage to the Contractor's equipment due to obstacles encountered.

E. The Contractor must submit to the CCI or designee a Notice of Service Provided slip, showing the date, time and services performed at the end of each service.

The Contractor shall, at all times, provide satisfactory equipment and a force of qualified workers sufficient, in the opinion of the CCI or designee, to perform the work as described herein. The force of qualified workers shall be sufficient to perform the services in a timely manner as required.

F. The Contractor shall at his/her own expense, preserve and protect from injury all property, either public or private, and he/she shall be responsible for and repair, at his/her own expense, any and all damage and injury thereto, arising out of or in consequence of any act or omission of the Contractor or his/her employees in the performance of the work covered by the contract prior to completion and acceptance thereof.

DESCRIPTION OF WORK – ALARM INSPECTION AND TESTING

Contractor must provide deliverables and staff as requested in this contract, and otherwise do all things necessary for or incidental to the performance of work, as set forth below:

Contractor must provide the following deliverable(s):

This scope of work is to conduct an annual inspection and test of the fire alarm system and smoke control system including, but not limited to:

• Conventional smoke detectors

• Heat detectors

• Duct smoke detectors

• Annunciation devices

• Annunciator/control devices

• Strobe lights

• Bells/horns/speakers

• Door holding devices

• Amplifiers

• Water flow switched

• Conventional pull station

• Monitor modules

• Digital dialer

• Tamper switches

See Attachment A for Maintained Equipment Table.

The fire alarm systems will be required to have 100% annual inspections and testing.

100% testing of the Smoke Control system will be required. The smoke control system will be a complete functional test where the selected zone is tripped into fire mode and a complete check will be made to verify that all associated HVAC equipment performs proper fire mode functions.

The Contractor will be required to have a thorough understanding of the fire alarm system and the fire alarm panel, its devices and its operation.

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The Contractor must provide two technicians to complete the inspection/test. One technician will be responsible for monitoring the panel in the security office, and one technician will complete the field inspection/test.

The inspection/test must be completed within five (5) working days.

The Contractor must provide a complete and detailed report of the inspection/test. Defining all deficiencies/problems/issues/concerns found during the inspection/test.

Upon completion of the inspection/test, the vendor shall be responsible for returning the fire alarm system to normal operation and shall be responsible for replacing all parts, devices, equipment and/or components of the fire alarm system that they damage/misplace, etc.

The sensitivity testing of the smoke detectors and the duct smoke detectors must meet NFPA 72 Chap. 10, requiring the bidder to extract the information on the testing from the program and print it on an inspection report.

The firmware and software must be checked annually by the manufacturer for any revisions from the factory (to ensure that all system field devices are communicating properly with the PMI unit).

All dirty ceiling smoke and duct smoke shall be cleaned, returned to their normal condition and sensitivity range, if they require cleaning (this must be documented too).

1. General Requirements

1.1. Reserved

1.2. Reserved

2. Acceptance

2.1. Acceptance, Inspection and Testing

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

Satisfactory completion of the Contract’s Requirements.

Non-Acceptable Conditions

A. Should an inspection by the MVHCT reveal that the Contractor’s work results in any non-acceptable maintenance condition;

1. MVHCT, at the time of the first circumstance, shall call for a meeting with the Contractor, to review the condition.

2. Should a second non-acceptable condition develop, a second meeting will be held. A Vendor Performance will be issued.

3. Should a third non-acceptable condition develop, a written notice of termination may be sent to the Contractor.

B. In the event of such termination, MVHCT may deem appropriate to perform services similar to those so terminated. The Contractor shall be liable to MVHCT for any excess costs for such services. The Contractor shall not be liable for any increased cost if failure to perform the contract arises out of any cause beyond his/her control and without his/her fault of negligence. Bidders shall note that no subcontracting will be allowed for this contractual agreement.

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2.2. Reserved

3. Staffing

3.1. Contractor Representative

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

The Contractor must notify the Contract Administrator at least 10 days before removing or assigning a new Contractor Representative.

3.2. Customer Service Toll-Free Number

The Contractor must specify its toll-free number for the State to make contact with the Contractor Representative. The Contractor Representative must be available for calls during the hours of 8 am to 5 pm

EST.

3.3. Technical Support, Repairs and Maintenance

The Contractor must specify its toll-free number for the State to make contact with the Contractor for technical support, repairs and maintenance. The Contractor must be available for calls and service during the hours of 8 am to 5 pm EST.

When providing technical support, the Call Center must resolve the caller’s issue within 120 minutes. If the caller’s issue cannot be resolved within 3 hours, on-site service must be scheduled. The on-site service must be performed within 24 hours of the time the issue was scheduled for service.

3.4. Work Hours

The Contractor must provide Contract Activities during the State’s normal working hours Monday – Friday, 8:00 a.m. to 5:00 p.m. EST, and possible night and weekend hours depending on the requirements of the project.

3.5. Reserved

3.6. Organizational Chart

The Contractor must provide either a list including their team of service professionals (Section 3.1) or an overall organizational chart that details staff members, by name and title.

3.7. Disclosure of Subcontractors

Subcontractors are not permitted for this Contract.

3.8. Security

The Contractor will be subject the following security procedures:

All visitors and Contractors must check in at the Front Lobby unless work has been scheduled and approved by the CCI or designee.

Contractor shall have a company identified vehicle and either uniforms, badges or some sort of employee identification. The State may require the Contractor’s personnel to wear State issued identification badges.

4. Project Management

4.1. Project Plan

The Contractor will carry out this project under the direction and control of the CCI or designee.

4.2. Meetings

The State may request other meetings, as it deems appropriate.

4.3. Reporting

The Contractor must submit, to the CCI, the following written reports: Service Reports and the NFPA Report.

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5. Ordering

5.1. Authorizing Document

The appropriate authorizing document for the Contractor to begin work will be a purchase order.

6. Invoice and Payment

6.1. Invoice Requirements

All invoices submitted to the State must include: (a) date; (b) purchase order; (c) quantity; (d) description of the Contract Activities; (e) unit price; (f) shipping cost (if any); and (g) total price. Overtime, holiday pay, and travel expenses will not be paid.

6.2. Payment Methods

The State will make payment for Contract Activities by Electronic Funds Transfer (EFT) in accordance with Public Act 533 of 2004.

6.3. Reserved

7. Liquidated Damages Late or improper completion of the Contract Activities will cause loss and damage to the State and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, if there is late or improper completion of the Contract Activities the State is entitled to collect liquidated damages in the amount of $5,000 and an additional $100 per day for each day Contractor fails to remedy the late or improper completion of the Work.

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ATTCHAMENT A

MAINTAINED EQUIPMENT TABLE

Equipment Category Equipment Qty

Fire Alarm System Components

Fire Alarm Panel 1 Batteries (SA) 18 Remote Annunciator 8 System Smoke Detectors 425 Heat Detectors 25 Duct Detectors Addressable 22 Pull Stations Addressable 65 Alarm Monitor Inputs/Outputs 83 Door Holders 14 Speaker Strobes 662 Automatic Sprinkler System

Wet Spr Sys (QTR Placard, Main Drain) 5 FDC Connections (QTR) 1 Waterflow Switch (SA) 7 Valve Tamper Switch/Supervisory (SA) 11 Additional Equipment

Extinguishers Maintenance 80 Kitchen Hood Systems 5 Hood Suppression Fusible Link 30

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SCHEDULE B

PRICING

Contract Years 1-3 (July 1, 2021 through June 30, 2024)

Item Quantity Description Price 1 1-year Service Agreement, Inspections &

Testing $21,300.00

Maintenance and Repairs As Requested by MVHCT (quotes required, parts additional):

Straight Time Monday – Friday 6:00a.m. – 5:00p.m.

Excluding Holidays

Regular Overtime Monday – Friday Including Saturdays 5:01p.m. – 5:59a.m.

Sundays &

Fire Alarm Technician

$130.00/hour $195.00/hour $260.00/hour

Maintenance and Repairs As Requested by MVHCT (quotes required, parts additional):

Straight Time Monday – Friday 6:00a.m. – 4:00p.m.

Regular Overtime Monday – Friday Including Saturdays 4:01p.m. – 5:59a.m.

Sundays &

Sprinkler Technician

$135.00/hour $203.00/hour $270.00/hour

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This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Elite Fire Safety (“Contractor”). This Contract is effective on July 1, 2021 (“Effective Date”), and unless terminated, expires on June 30, 2024.

This Contract may be renewed for up to five additional one 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:

Kerri Bielski, Buyer Grand Rapids Home for Veterans 3000 Monroe Ave NE, Grand Rapids, MI 49505

Jason Gonzalez Elite Fire Safety 23661 Telegraph

STANDARD CONTRACT TERMS

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BielskiK@michigan.gov 616-364-5327

Southfield, MI 48033 248-834-4467 JasonG@elitefire.com

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:

Kerri Bielski, Buyer Grand Rapids Home for Veterans 3000 Monroe Ave NE, Grand Rapids, MI 49505 BielskiK@michigan.gov 616-364-5327

Jason Gonzalez Elite Fire Safety 23661 Telegraph Southfield, MI 48033

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:

Mark DeLong, Director of Maintenance Michigan Veteran Homes at Chesterfield Twp 47901 Sugarbush Rd, Chesterfield, MI 48047 DelongM5@michigan.gov 586-243-1389

Jason Gonzalez Elite Fire Safety 23661 Telegraph Southfield, MI 48033

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.

mailto:DelongM5@michigan.gov

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Required Limits Additional Requirements

Commercial General Liability Insurance

Minimal Limits:

$1,000,000 Each Occurrence Limit

$1,000,000 Personal & Advertising Injury Limit $2,000,000 General Aggregate Limit

$2,000,000 Products/Completed Operations

Deductible Maximum:

$50,000 Each Occurrence

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 2010 07 04 and CG 2037 07 0.

Workers' Compensation Insurance

Minimal Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimal Limits:

$500,000 Each Accident

$500,000 Each Employee by Disease

$500,000 Aggregate Disease.

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities;

and (c) if coverage is canceled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or purchase order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section; (c) notify the Contract Administrator within 5 business days if any insurance is cancelled; and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

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

7. Reserved.

8. Reserved.

9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor.

10. Subcontracting. Contractor may not delegate any of its obligations under the Contract.

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

12. Background Checks. Upon request, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

13. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State.

Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

14. Change of Control. Contractor will notify, at least 90 calendar days before the effective date, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

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

16. Reserved.

17. Reserved.

18. Reserved.

19. Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in Schedule A. If the Contract Activities do not function as warranted during the warranty period the State may return such non-conforming Contract Activities to the Contractor for a full refund.

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20. Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities performed as specified in Schedule A. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. Notwithstanding the foregoing, all prices are inclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments.

If Contractor does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

21. Reserved.

22. Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either:

(a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or purchase order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

23. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 24, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

http://www.michigan.gov/SIGMAVSS

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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.

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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. State Data. All data and information provided to Contractor by or on behalf of the State, and all data and information derived therefrom, is the exclusive property of the State (“State Data”); this definition is to be construed as broadly as possible. Upon request, Contractor must provide to the State, or a third party designated by the State, all State Data within 10 calendar days of the request and in the format requested by the State. Contractor will assume all costs incurred in compiling and supplying State Data. No State Data may be used for any marketing purposes.

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

Version 2 (1/2018) 17 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. Contractor must retain, and provide to the State or its designee and the auditor general upon request, all financial and accounting records related to the Contract through the term of the Contract and for 4 years after the latter of termination, expiration, or final payment under this Contract or any extension (“Audit Period”). If an audit, litigation, or other action involving the records is initiated before the end of the Audit Period, Contractor must retain the records until all issues are resolved.

Within 10 calendar days of providing notice, the State and its authorized representatives or designees have the right to enter and inspect Contractor's premises or any other places where Contract Activities are being performed, and examine, copy, and audit all records related to this Contract. Contractor must cooperate and provide reasonable assistance. If any financial errors are revealed, the amount in error must be reflected as a credit or debit on subsequent invoices until the amount is paid or refunded. Any remaining balance at the end of the Contract must be paid or refunded within 45 calendar days.

This Section applies to Contractor, any parent, affiliate, or subsidiary organization of Contractor, and any subcontractor that performs Contract Activities in connection with this Contract.

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37. Warranties and Representations. Contractor represents and warrants: (a) Contractor is the owner or licensee of any Contract Activities that it licenses, sells, or develops and Contractor has the rights necessary to convey title, ownership rights, or licensed use; (b) all Contract Activities are delivered free from any security interest, lien, or encumbrance and will continue in that respect; (c) the Contract Activities will not infringe the patent, trademark, copyright, trade secret, or other proprietary rights of any third party; (d) Contractor must assign or otherwise transfer to the State or its designee any manufacturer's warranty for the Contract Activities; (e) the Contract Activities are merchantable and fit for the specific purposes identified in the Contract; (f) the Contract signatory has the authority to enter into this Contract; (g) all information furnished by Contractor in connection with the Contract fairly and accurately represents Contractor's business, properties, finances, and operations as of the dates covered by the information, and Contractor will inform the State of any material adverse changes;(h) all information furnished and representations made in connection with the award of this Contract is true, accurate, and complete, and contains no false statements or omits any fact that would make the information misleading; and that (i) Contractor is neither currently engaged in nor will engage in the boycott of a person based in or doing business with a strategic partner as described in 22 USC 8601 to 8606. A breach of this Section is considered a material breach of this Contract, which entitles the State to terminate this Contract under Section 23, Termination for Cause.

38. Conflicts and Ethics. Contractor will uphold high ethical standards and is prohibited from: (a) holding or acquiring an interest that would conflict with this Contract; (b) doing anything that creates an appearance of impropriety with respect to the award or performance of the Contract; (c) attempting to influence or appearing to influence any State employee by the direct or indirect offer of anything of value; or (d) paying or agreeing to pay any person, other than employees and consultants working for Contractor, any consideration contingent upon the award of the Contract.

Contractor must immediately notify the State…