210000001068.pdf

CONTRACT CHANGE NOTICE

Change Notice Number 11 .

to

Contract Number 210000001068.

C O

N T

R A

C T

O R

Parsons Transportation Group, Inc.

S T

A T

E P ro g ra m M a n a g e r

James Roath MDOT

3577 Parkway Lane, Suite 100 517-230-5361

Peachtree Corners, GA 30092 RoathJ1@michigan.gov

Russ Brookshire

C o n tr a c t

A d m in is tr a to r Anna Swanson MDOT

678-733-7433 517-230-2063

Russ.Brookshire@parsons.com Swansona1@michigan.gov

VS0185196

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Transportation 425 W Ottawa St, Lansing, MI 48933

PO Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Automated Vehicle Location (AVL) Global Positioning System (GPS) technology services for Winter Maintenance Trucks (WMT’s) and light fleet operational management solution; Michigan Department of Transportation (MDOT).

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

August 9, 2021 August 8, 2026 3 one-year options August 8, 2026

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

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

" " No Change

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,250,602.78 $0.00 $5,250,602.78

DESCRIPTION: Upon execution, Schedule B Pricing has been modified to add an additional line item, see attached Schedule B Pricing Additional Items. All other specifications, pricing, terms, and conditions remain the same. Per contractor and agency agreement.

Contract Number 210000001068 Change Notice 11 Schedule B Pricing Additional Items

Item Quantity Unit of Measure

Unit Price Total Price

MDC-006 Kit (Herbicide Kits)

27 Each $2,730.00 $73,710.00

10-inch Touchscreen Kit (VESA RAM only) (Herbicide Kits)

30 Each $830.00 $24,900.00

Camera (no RAM Mounts) (Herbicide Kits)

27 Each $137.73 $3,718.71

Antenna, Cell x2, WiFi, GPS, w/15 foot harness

1 Each $278.00 $278.00

Video Camera- Recorders, Accessories and Parts (cameras) (No RAM Mounts)

5 Each $137.73 $688.65

Engine Monitor, VNA-

USB

1 Each $135.00 $135.00

Engine Monitor Cable, J-1939 Type 2 (grn), Screw-Type

1 Each $34.00 $34.00

Change Notice Number 10 .

to

Contract Number 210000001068.

C O

N T

R A

C T

O R

Parsons Transportation Group, Inc.

S T

A T

E P ro g ra m M a n a g e r

James Roath MDOT

3577 Parkway Lane, Suite 100 517-230-5361

Peachtree Corners, GA 30092 RoathJ1@michigan.gov

Russ Brookshire

C o n tr a c t

A d m in is tr a to r Anna Swanson MDOT

678-733-7433 517-230-2063

Russ.Brookshire@parsons.com Swansona1@michigan.gov

VS0185196

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Transportation 425 W Ottawa St, Lansing, MI 48933

PO Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Automated Vehicle Location (AVL) Global Positioning System (GPS) technology services for Winter Maintenance Trucks (WMT’s) and light fleet operational management solution; Michigan Department of Transportation (MDOT).

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

August 9, 2021 August 8, 2026 3 one-year options August 8, 2026

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

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

☐ ☐ No Change

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,250,602.78 $0.00 $5,250,602.78

DESCRIPTION: Upon execution, Schedule B Pricing has been modified to add an additional line item, see attached Schedule B Pricing Additional Items. All other specifications, pricing, terms, and conditions remain the same. Per

Contract Number 210000001068 Change Notice 10

Item Current Price New Price Tier 1 Labor, per hour $101.20 $106.30 Tier 2 Labor, per hour $171.60 $180.20 Mileage, per hour $50.60 $55.65 Technical Assistance Service, per month

$4,778.00 $4,898.00

Change Notice Number 9 .

to

Contract Number 210000001068.

C O

N T

R A

C T

O R

Parsons Transportation Group, Inc.

S T

A T

E P ro g ra m M a n a g e r

James Roath MDOT

3577 Parkway Lane, Suite 100 517-230-5361

Peachtree Corners, GA 30092 RoathJ1@michigan.gov

Russ Brookshire

C o n tr a c t

A d m in is tr a to r Anna Swanson MDOT

678-733-7433 517-230-2063

Russ.Brookshire@parsons.com Swansona1@michigan.gov

VS0185196

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Transportation 425 W Ottawa St, Lansing, MI 48933

PO Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Automated Vehicle Location (AVL) Global Positioning System (GPS) technology services for Winter Maintenance Trucks (WMT’s) and light fleet operational management solution; Michigan Department of Transportation (MDOT).

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

August 9, 2021 August 8, 2026 3 one-year options August 8, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days 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

☐ ☐ No Change

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,250,602.78 $0.00 $5,250,602.78

DESCRIPTION: Upon execution, Schedule B Pricing has been modified to add an additional line item, see attached Schedule B Pricing Additional Items. All other specifications, pricing, terms, and conditions remain the same. Per

Contract Number 210000001068 Change Notice 9

Product Quantity Unit of Measure

Unit Price

Total

Winter AVL Reinstall Kit 30 Each $765.85 $22,975.50 Tablet Reinstall Kit 30 Each $325.60 $9,768.00 Wing Plow Blade Sensor Kit

– angled (stock)

15 Each $282.65 $4,239.75

Wing Plow Blade Sensor Kit

– straight (stock)

5 Each $282.65 $1,413.25

MDC-007B – Battery Powered Equipment Tracker

20 Each $275.46 $5,509.20

Low Cellular Use – Equipment Tracker (each/month)

20 Each $8.00 $160.00

Revised 2/2019

Change Notice Number 8.

to

Contract Number 591M210000001068.

C O

N T

R A

C T

R

Parsons Transportation Group, Inc.

S T

A T

E

P ro g ra m

M a n a g e r

James Roath MDOT

3577 Parkway Lane, Suite 100 (517) 230-5361

Peachtree Corners, GA 30092 RoathJ1@michigan.gov

Russ Brookshire

C o n tr a c t

A d m in is tr a to r Anna Swanson MDOT

(678) 733-7433 (517) 230-2063

Russ.Brookshire@parsons.com SwansonA1@michigan.gov

STATE OF MICHIGAN PROCUREMENT

Department of Transportation 425 Ottawa Street, Lansing, MI 48933 P.O. Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Automated Vehicle Location (AVL) Global Positioning System (GPS) technology services for winter Maintenance Trucks (WMT’s) and Light Fleet Operational Management Solution; Michigan Department of Transportation (MDOT)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

August 9, 2021 August 8, 2026 3 one-year options August 8, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days 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

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,250,602.78 $0.00 $5,250,602.78 DESCRIPTION: Upon execution, the Contract Administrator has changed to Anna Swanson for as-needed Automated Vehicle Location (AVL).

The original Contract was based on best value, with the original contract value determined by estimated need.

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

mailto:RoathJ1@michigan.gov mailto:Russ.Brookshire@parsons.com mailto:SwansonA1@michigan.gov

Change Notice Number 7 .

N T

R A

C T

T

A g n a g e r

James Roath MDOT

3577 Parkway Lane, Suite 100 (517) 230-5361

Peachtree Corners, GA 30092 RoathJ1@michigan.gov

Russ Brookshire

C o n tr a c t

A d m in is tr a to r Terry Harris MDOT

(678) 733-7433 (517) 249-0870

Russ.Brookshire@parsons.com Harrist@michigan.gov

STATE OF MICHIGAN PROCUREMENT

Department of Transportation 425 Ottawa Street, Lansing, MI 48933 P.O. Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Automated Vehicle Location (AVL) Global Positioning System (GPS) technology services for winter Maintenance Trucks (WMT’s) and Light Fleet Operational Management Solution; Michigan Department of Transportation (MDOT)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

August 9, 2021 August 8, 2026 3 one-year options August 8, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days 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

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,205,967.78 $44,635.00 $5,250,602.78 DESCRIPTION: Upon execution, the Contract is adding the following new line items and increasing price $44,635.00 for as-needed Automated Vehicle Location (AVL) equipment listed below.

Software Development Herbicide update: Quantity 1, $28,487.00 each, $28,487.00 Total Herbicide: MDC-006 Kit: Quantity 5, $2,296.00 each, $11,480.00 Total Herbicide 10-inch touchscreen Kit (No Ram Mount): Quantity 6, $778.00 each, $4,668.00 Total

The original Contract was based on best value, with the original contract value determined by estimated need.

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

mailto:RoathJ1@michigan.gov mailto:Harrist@michigan.gov

Change Notice Number 6 .

N T

R A

C T

T

A g n a g e r

James Roath MDOT

3577 Parkway Lane, Suite 100 (517) 230-5361

Peachtree Corners, GA 30092 RoathJ1@michigan.gov

Russ Brookshire

C o n tr ct

A d m in is tr a to r Terry Harris MDOT

(678) 733-7433 (517) 249-0870

Russ.Brookshire@parsons.com Harrist @michigan.gov

STATE OF MICHIGAN PROCUREMENT

Department of Transportation 425 Ottawa Street, Lansing, MI 48933 P.O. Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Automated Vehicle Location (AVL) Global Positioning System (GPS) technology services for winter Maintenance Trucks (WMT’s) and Light Fleet Operational Management Solution; Michigan Department of Transportation (MDOT)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

August 9, 2021 August 8, 2026 3 one-year options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days 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

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,205,967.78 $0.00 $5,205,967.78 DESCRIPTION: Upon execution, the Contract is adding the following new line items and updated prices for as-needed Automated Vehicle Location (AVL) equipment listed below. No increase in contract value is needed for this year.

WMT AVL Reinstall Kit: Quantity 20, $754.70 each, $15,094.00 Total Tablet Reinstall Kit: Quantity 20, $325.60 each, $6,512.00 Total Wing Plow Blade Sensor Kit: Quantity 20, $287.80 each, $5,756.00 Total

The original Contract was based on low bid, with the original contract value determined by estimated need.

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

mailto:RoathJ1@michigan.gov

Change Notice Number 5 .

N T

R A

C T

T

A g n a g e r

James Roath MDOT

3577 Parkway Lane, Suite 100 (517) 230-5361

Peachtree Corners, GA 30092 RoathJ1@michigan.gov

Russ Brookshire

C o n tr m in is tr a to r Terry Harris MDOT

(678) 733-7433 (517) 249-0870

Russ.Brookshire@parsons.com Harrist@michigan.gov

STATE OF MICHIGAN PROCUREMENT

Department of Transportation 425 Ottawa Street, Lansing, MI 48933 P.O. Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Automated Vehicle Location (AVL) Global Positioning System (GPS) technology services for winter Maintenance Trucks (WMT’s) and Light Fleet Operational Management Solution; Michigan Department of Transportation (MDOT)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

August 9, 2021 August 8, 2026 3 one-year options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days 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

☐ ☐ No Change

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,191,674.78 $14,293.00 $5,205,967.78 DESCRIPTION: Upon execution, the Contract value is increasing by $14,293.00 for updates to the operation of the Driver Vehicle Inspection Record functionality of the Parsons AVL system per attached quote #2024-012. All other terms, conditions, specifications remain the same. Per contractor and agency agreement.

3577 Parkway Lane, Suite 100, Peachtree Corners, Georgia 30092

June 13, 2024

James Roath Maintenance Field Services Section Michigan Department of Transportation Via e-mail: RoathJ1@michigan.gov

Quote 2024-012: DVIR Update2 – Rev 1

Dear James, Per feedback and review of the implemented DVIR Update, Michigan DOT requested the following updates to the operation of the Driver Vehicle Inspection Record functionality of the Parsons AVL system. The functionality once updated is to be as follows:

1. Tablet Interface Updates

a. Pre-Trip sections – isolate sections to prevent “Group” buttons from being accidentally selected.

b. Pre-Trip Sections – add a checkbox for each Pre-Trip section, causing all items of that section to be selected as ‘Yes’, but then allowing individual items to be selected as ‘No’.

c. Hopper/Salter/Blades and Trailer sections – add ‘Yes’ and ‘N/A’ master checkboxes.

d. Highlighting: If selection is NO, change description text color to RED. If submitted and any entries are NOT yet selected, change description text color to YELLOW.

e. When certifying, indicate on tablet the name of the operator who is currently logged in.

f. Change ‘SEE LAST REPORT’ button to ‘SEE LAST PRE-TRIP REPORT’ button.

g. Add ‘SEE LAST POST-TRIP’ button to allow operator to review previous Post-Trip report.

h. Change ‘SKIP’ button to ‘CONTINUE SHIFT’ button.

i. Add ‘MAINTENANCE’ option to pull-down menu.

j. Post-Trip: update to match layout of Pre-Trip, with Yes/No/N-A.

k. Add an “Equipment Issue” checkbox and a required comment field.

2. Notification Updates

a. As part of the initial DVIR updates, Pre- and Post-Trip reports can be run from Jasper Reports on demand, and reports can be scheduled to be e-mailed each night to one or more garage contacts. This update will allow iNET® to send e-mails to one or more garage contacts when a Pre- or Post-Trip report is submitted with items flagged as being in error. Format of the e-mail is to be HTML conforming as near as possible to the format of the Jasper Reports format

– see draft attached. Michigan DOT is to provide list of contacts and e-mails linked to garages.

3. Reports

a. For the DVIR report, add engine hours start and end, along with odometer start and end.

b. Create new report indicating failure to fill out DVIR based on “no DVIR when odometer indicates 5 miles have been driven.”

Separately, a bug was found where the trailer number cannot be deleted, only overwritten. This will be corrected at no cost.

Exclusions

• Any on-site work

ITEM QUANTITY EACH TOTAL

1. Tablet Interface Updates 1 $7,684.00 $7,684.00

2. Notification Updates 1 $3,291.00 $3,291.00

3. Reports 1 $3,318.00 $3,318.00

Terms and Conditions:

• Work can be completed in 3 weeks from receipt of Task Order.

• Prices are good for 180 days from date above.

• Pricing is in United States Dollars and excludes any applicable shipping, taxes, tariffs and/or other fees.

• Payment is per existing contract terms and conditions.

• Warranty provisions are as given below.

Sincerely, Russ Brookshire Director, Intelligent Hardware russ.brookshire@parsons.com 678.730.7433

WARRANTY

Parsons warrants all controller cards to be free from manufacturing defects for a period of one (1) year from the date of shipment from our facility. This warranty covers only defects in materials and workmanship. This warranty does not cover corrosion due to water intrusion, or physical or electrical damage incurred due to improper installation or abuse. This warranty is void if controller has been modified in any way.

Should any card be found to suffer from a defect, please contact the Repair Department at (678) 730-7334 or via e-mail at iot.support@parsons.com to receive a Return Material Authorization (RMA) number. Return the controller in proper packaging along with an indication of the reason for return.

Parsons will repair or replace, at its discretion, the controller at no cost during the warranty period.

Parsons warrants all software modifications to be free from defects for a period of one (1) year from the date of acceptance. This warranty covers only defects to the modified portions of code, or any defects introduced by the modifications. The warranty does not cover defects in other sections of the code.

This warranty is in lieu of all other warranties, expressed or implied, including any warranty as to fitness for a particular purpose. Parsons shall not be responsible for any damages, loss of use or downtime, loss of profit or goodwill, or any incidental or consequential damages under this warranty. Should purchaser resell this product, the purchaser is not authorized to make any commitments or assume any liability on behalf of Parsons beyond those expressed in this warranty.

Change Notice Number 4 .

N T

R A

C T

Parson Transportation Group, Inc.

T

A g n a g e r

James Roath MDOT

3577 Parkway Lane, Suite 100 (517) 599-5770

Peachtree Corners, GA 30092 RoathJ1@michigan.gov

Russ Brookshire C o n tr m in is tr a to r Terry Harris MDOT

(678) 733-7433 (517) 249-0870

Russ.Brookshire@parsons.com Harrist@michigan.gov

STATE OF MICHIGAN PROCUREMENT

Department of Transportation 425 Ottawa Street, Lansing, MI 48933 P.O. Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Automated Vehicle Location (AVL) Global Positioning System (GPS) technology services for winter Maintenance Trucks (WMT’s) and Light Fleet Operational Management Solution; Michigan Department of Transportation (MDOT)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

August 9, 2021 August 8, 2026 3 one-year options August 8, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days 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

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,158,460.03 $33,214.75 $5,191,674.78 DESCRIPTION: Upon execution, the Contract is increased for as-needed Automated Vehicle Location (AVL) equipment per Attachment 1. All other terms, conditions, specifications remain the same.

Contract Number 591M210000001068 Change Notice 4 Attachment 1

Schedule B, Pricing is modified to include the following items:

Total Cost :$33,214.75

Item Unit of Measure

Quantity Price Total

RAM-B138U Each 25 $29.95 $748.75 Development and implementation of updates to existing table GUI per

PER2023-03

Each 1 $12,966.00 12,966.00

Development and implementation of updates to existing DVIR functionality

Each 1 $19,500.00 $19,500.00

Change Notice Number 3 .

N T

R A

C T

T

A g n a g e r

James Roath MDOT

3577 Parkway Lane, Suite 100 (517) 599-5770

Peachtree Corners, GA 30092 RoathJ1@michigan.gov

Russ Brookshire

C o n tr a c t

A d m in is tr a to r Terry Harris MDOT

(678) 733-7433 (517) 249-0870

Russ.Brookshire@parsons.com Harrist@michigan.gov

STATE OF MICHIGAN PROCUREMENT

Department of Transportation 425 Ottawa Street, Lansing, MI 48933 P.O. Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Automated Vehicle Location (AVL) Global Positioning System (GPS) technology services for winter Maintenance Trucks (WMT’s) and Light Fleet Operational Management Solution; Michigan Department of Transportation (MDOT)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

August 9, 2021 August 8, 2026 3 one-year options August 8, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days 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

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,158,460.03 $5,158,460.03 DESCRIPTION: Upon execution, the Contract is amended per attachment replacing four (4) line items and prices. All other terms, conditions, specifications, and pricing remain the same.

mailto:RoathJ1@michigan.gov

Change Notice Number 02 .

Contract Number 210000001068.

N T

R A

C T

T

A g n a g e r

James Roath MDOT

3577 Parkway Lane, Suite 100 517-230-5361

Peachtree Corners, GA 30092 RoathJ1@michigan.gov

Russ Brookshire C o n tr m in is tr a to r Terry Harris MDOT

678-733-7433 517-249-0870

Russ.Brookshire@parsons.com Harrist@michigan.gov

VS0185196

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Transportation 425 Ottawa Street, Lansing, MI 48933 P.O. Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Automated Vehicle Location (AVL) Global Positioning System (GPS) technology services for winter Maintenance Trucks (WMT’s) and Light Fleet Operational Management Solution; Michigan Department of Transportation (MDOT)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW August 9, 2021

July 12, 2021 August 8, 2026 July 11, 2026 3 one-year options

August 8, 2026 July 11, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days 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

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,158,460.03 $5,158,460.03 DESCRIPTION: Upon execution, the following changes were made to this Contract:

1. Amended to add a line item for weekly winter weather videos for the Superior and North Regions.

All other terms, conditions, specifications, and pricing remain the same per vendor and agency agreement.

mailto:RoathJ1@michigan.gov

Change Notice Number 1 .

N T

R A

C T

Parson Transportation Group, Inc.

T

A g n a g e r

James Roath MDOT

3577 Parkway Lane, Suite 100 (517) 599-5770

Peachtree Corners, GA 30092 RoathJ1@michigan.gov

Russ Brookshire

C o n tr a c t

A d m in is tr a to r Terry Harris MDOT

(678) 733-7433 (517) 249-0870

Russ.Brookshire@parsons.com Harrist@michigan.gov

STATE OF MICHIGAN PROCUREMENT

Department of Transportation 425 Ottawa Street, Lansing, MI 48933 P.O. Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Automated Vehicle Location (AVL) Global Positioning System (GPS) technology services for winter Maintenance Trucks (WMT’s) and Light Fleet Operational Management Solution; Michigan Department of Transportation (MDOT)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW August 9, 2021

July 12, 2021

August 8, 2026 July 11, 2026 3 one-year options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days 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

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,158,460.03 $5,158,460.03 DESCRIPTION: Change Notice #1 of this contract is amended to add four (4) line items. All other terms, conditions, specifications, and pricing remain the same. Per vendor and agency agreement.

CHANGE NOTICE NO. 1 TO CONTRACT NO. 591M210000001068

Change Notice #1 Amended to add four-line items (Parts)

Description Commodity Codes

Estimated Quantity

Unit Estimated Quantity 5yrs

Unit Price

VESA Mount (Ram- 2461U) 3890

05040 N/A Each N/A $17.01

Round Base (Ram- 202U) 3892

05040 N/A Each N/A $11.97

Arm, long (Ram- 201-D) 3952

05040 N/A Each N/A $35.85

Arm, Med (Ram- 201U) 3891

05040 N/A Each N/A $20.54

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 591M210000001068 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

Parsons Transportation Group Inc.

S T

A T

E P ro g ra m M a n a g e r

James Roath MDOT

3577 Parkway Lane, Suite 100 (517) 599-5770

Peachtree Corners, GA 30092 RoathJ1@michigan.gov

Russ Brookshire C o n tr a ct

A d m in is tr a to r Terry Harris MDOT

(678) 733-7433 (517) 249-0870

Russ.brookshire@parsons.com HarrisT@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: Automated Vehicle Location (AVL) Global Positioning System (GPS) technology services for Winter Maintenance Trucks (WMT’s) and Light Fleet Operational Management Solution; Michigan Department of Transportation

(MDOT)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

July 12, 2021 July 11, 2026 3-one year option

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

The Contract Agreement is awarded on the basis of the inquiry bearing the solicitation number 210000001577

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $5,158,460.03

STATE OF MICHIGAN PROCUREMENT

Purchasing Unit Department of Transportation 425 W. Ottawa St., Lansing, Michigan 48909 P.O. Box 30050, Lansing, Michigan 48933

Michigan .gov/MiProcure ment

STANDARD CONTRACT TERMS

Version 12 (10/2020)

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Parsons Transportation Group Inc. (“Contractor”), a Michigan corporation. This Contract is effective on July 12, 2021 (“Effective Date”), and unless terminated, expires on July 11, 2026.

This Contract may be renewed for up to three (3) additional one (1) year period(s).

Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

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

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

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

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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:

Terry Harris 425 W. Ottawa Street Lansing, MI 48909 HarrisT@michigan.gov 517-335-2507

Russ Brookshire 3577 Parkway Lane, Suite 100 Peachtree Corners, GA 30092 Russ.brookshire@parsons.com

(678) 733-7433

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:

Terry Harris 425 W. Ottawa Street Lansing, MI 48909 HarrisT@michigan.gov 517-335-2507

Russ Brookshire 3577 Parkway Lane, Suite 100 Peachtree Corners, GA 30092 Russ.brookshire@parsons.com

(678) 733-7433

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:

James Roath 6333 Lansing Road Lansing, MI, 48917 RoathJ1@michigan.gov 517-599-5770

Russ Brookshire 3577 Parkway Lane, Suite 100 Peachtree Corners, GA 30092 Russ.brookshire@parsons.com

(678) 733-7433

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 – Statement of Work) if, in the opinion of the State, it will ensure performance of the Contract.

6. Insurance Requirements. Contractor, at its sole expense, must maintain the insurance coverage identified below. 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

Version 12 (10/2020) 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 $1,000,000 Personal & Advertising Injury $2,000,000 Products/Completed Operations $2,000,000 General Aggregate

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

Automobile Liability Insurance Minimum Limits:

$1,000,000 Per Accident

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

Workers' Compensation Insurance Minimum Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance Minimum Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease

Privacy and Security Liability (Cyber Liability) Insurance Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Annual Aggregate

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) cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

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, Version 12 (10/2020)

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 twenty (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 five (5) business days if any insurance is cancelled; and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

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

7. Reserved.

8. Reserved.

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

Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein.

10. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, Version 12 (10/2020) and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

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

12. Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub.

1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018.

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

13. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

14. Change of Control. Contractor will notify within 30 days of any public announcement or otherwise once legally permitted to do so, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

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

15. Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in Schedule A. (Delivery Order through Sigma)

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16. Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in Schedule A. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either:

(a) the Contract Activities are accepted but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 23, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part.

The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

17. Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the State premises with transportation and handling charges paid by Contractor, unless otherwise specified in Schedule A. All containers and packaging become the State’s exclusive property upon acceptance.

18. Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to Contract Activities remains with Contractor. Contractor is responsible for filing, processing, and collecting all damage claims. The State will record and report to Contractor any evidence of visible damage. If the State rejects the Contract Activities, Contractor must remove them from the premises within 10 calendar days after notification of rejection. The risk of loss of rejected or non-conforming Contract Activities remains with Contractor. Rejected Contract Activities not removed by Contractor within 10 calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of it as its own property. Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or disposition of rejected Contract Activities.

19. Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in Schedule A. If the Contract Activities do not

Version 12 (10/2020) function as warranted during the warranty period, the State may return such non-conforming Contract Activities to the Contractor for a full refund.

20. Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities performed as specified in Schedule A. Invoices must include an itemized statement of all charges.

The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. All prices are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than 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. Service Level Agreements. Service Level Agreement penalties, if applicable, will be assessed as described in Schedule A.

22. Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or delivery order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

23. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against

Version 12 (10/2020) it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

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

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

24. Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately, or (b) continue to perform the Contract Activities in accordance with Section 25, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

25. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee;

(c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the

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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,…