210000001076.pdf

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STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

Contract Number 210000001076 zayu@michigan.gov

Ulrika Zay

Sean Regan dave.white@fugro.com

Dave White

Frederick, MD 21704

Fugro USA Land, Inc.

VS0161616

301-948-8550 119

7320 Executive Way

(517) 284-6993 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-242-2027

DTMB

regans@michigan.gov

$21,297.00

March 1, 2021 May 31, 2024

THIRD PARTY SERVICES

February 28, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☒ 2 years ☐ May 31, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $21,297.00

Effective 2/15/2024 this Contract is exercising two option years. The revised contract expiration date is 5/31/2026.

Please note that DTMB Program Manager has been changed to Ulrika Zay.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

DTMB

STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

210000001076Contract Number roote@Michigan.gov

Evertt Root

Sean Regan dave.white@fugro.com

Dave White

Frederick, MD 21704

Fugro USA Land, Inc.

VS0161616

301-948-8550 119

7320 Executive Way

(517) 243-8459 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-335-7180

DTMB

regans@michigan.gov

$0.00

March 1, 2021 May 31, 2024

THIRD PARTY SERVICES

February 28, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ May 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$21,297.00 $21,297.00

Effective March 1, 2023, this Contract is increased by $21,297.00 for Lidar processing services, outlined in the below statement of work.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

DTMB

Statement of Work for Sense.Lidar Pilot Project Statement of Work | Gladwin County & Midland County, MI

222383 | 31 January 2023

State of Michigan, Dept. of Technology, Management & Budget, Center for Shared Solutions

222383 222383 | Statement of Work for Sense.Lidar Pilot Project

Document Control

Document Information

Project Title Pilot Project Gladwin County and Midland County, Michigan

Document Title Statement of Work for Sense.Lidar Pilot Project

Fugro Project No. 222383

MiSAIL Contract No. 210000001076

Fugro Legal Entity Fugro USA Land, Inc

Issuing Office Address 7320 Executive Way, Frederick, MD 217011

Client Information

Client State of Michigan, Dept. of Technology, Management & Budget, Center for Shared Solutions

Client Address 111 S. Capitol Avenue, Romney Building, 10th Floor Lansing, MI 48933

Client Contact Everett Root and Mark Holmes

Client Document No. 210000001076: Third-Party Services and Products

Revision History

Issue Date Status Comments on Content Prepared By Approved By

01 25 Oct 2022 Final Pilot Project AS KO

02 24 Jan 2023 Final Statement of Work AS KO

Project Team

Initials Name Role

KO Keith Owens Commercial Director

AS Arjun Sheoran Technical and Business Development Manager

BD Ben Downey Project Staging and Controls

DW Dave White Regional Manager Remote Sensing and Mapping, Americas

TW Tian Wang Lidar Production Manager

Page ii of iii

Contents

1. Statement of Work 1

2. Project Area 1

3. Processing Workflow and Methodology 2

3.1 Overview 2

3.2 Best in Cloud 3

3.3 Approach 3

3.4 Data Access 4

3.5 Data Management 4

3.6 Point Classification 5

3.7 Automation 5

3.8 Comparing USGS and Sense.Lidar Classification Schema 6

3.9 Classification QC and Finalization 6

3.10 Project Schedule 7

4. Product Deliverables 7

5. Pricing 8

Page iii of iii

Figures in the Main Text

Figure 2.1: Pilot Project – Gladwin County and Midland County, 1044 Sq. Mi. 1

Figure 3.1: Gladwin County sample results (left is default USGS and right is Sense.Lidar) 2

Figure 3.2: USGS lidar 5

Figure 3.3: Sense.Lidar classification 5

Figure 3.4: USGS lidar 5

Figure 3.5: Sense.Lidar classification 5

Tables in the Main Text

Table 3.1: USGS Lidar Classes Vs Sense.Lidar Classes 6

Table 3.2: Tentative Project Schedule for Pilot Project (Midland Co. and Gladwin Co.) 7

Table 4.1: Project Deliverables 7

Table 5.1: Sense.Lidar Pilot Project Pricing 8

Table 5.2: Optional Culvert Polygons for Pilot Project 8

1. Statement of Work

As part of the existing Third-Party Services and Products contract (# 210000001076) between the

State of Michigan and Fugro USA Land Inc. the following additional services are being proposed to MiSAIL

1. Process USGS QL2 lidar data for Gladwin and Midland Counties using Sense.Lidar

2. Optionally delivery 2D building footprints, 3D building models and Culverts shapefiles

Fugro will use the existing USGS QL2 lidar data for Gladwin and Midland Counties to provide the following additional classifications:

◼ Buildings

◼ Low, medium, and high vegetation

◼ Culverts (medium to large)

2. Project Area

Figure 2.1: Pilot Project – Gladwin County and Midland County, 1044 Sq. Mi.

3. Processing Workflow and Methodology

Figure 3.1: Gladwin County sample results (left is default USGS and right is Sense.Lidar)

3.1 Overview

The creation and distribution of digital data is accelerating at a staggering rate, driving a technical revolution to better store, manage, and most importantly make sense of this abundant

21st century resource. We used to reference data ‘sets’; now we have data ‘lakes’.

Remote sensing scientists, map mavens, and other purveyors of all things spatial have long required creative solutions to manage their enormous geodata stockpiles and faced challenges interpreting and sharing useful information without access to scalable solutions. Because of this, the extracted value of remote sensing data may have justified the initial cost of collection - but the majority of that data’s value will be latent until it is fully mined for insights and/or utilized within the context of other data. If maintained properly, remote sensing data value will even grow over time as a singular definitive reference point in history, impossible to recreate.

Fortunately, we’ve turned a corner over the past decade with the rise of cloud computing, once a niche domain that is now ubiquitous. The cloud has ushered in the age of ‘big data’, providing seemingly unlimited access to storage space and compute nodes, evaporating previous constraints.

As the world’s leading geodata specialist Fugro has long developed and adapted new technology to drive value for our clients. Most recently this includes migrating our geodata production pipeline, previously run entirely on desktop and local servers, into the cloud.

Other companies might simply move legacy software onto a cloud node and call the result

‘cloud production’, but Fugro is using the latest in cloud solutions to build an end-to-end cloud-native geodata processing pipeline from the ground up. This means we are able to fully leverage the scalability of cloud computing without license or engineering restrictions. It also means we can automate many functions that previously took many hours of manual oversight and manipulation – human effort that can now be elevated to higher order tasks that still require human cognition. Automation allows us to offer a ‘very suitable’ result for an incredibly low price and rapid delivery (typically around 90-95% accuracy) or one combined with additional human support (as proposed) for specific use cases or higher quality requirements (95-99% accuracy).

3.2 Best in Cloud

Fugro is a proud member of the AWS Partner Network (APN) with the majority of our cloud infrastructure built in the AWS environment, including the pipeline that would be used for processing the Pilot project data. We also build on Microsoft Azure and use Azure AD for authentication and authorization of most custom applications, even those running in AWS.

Fugro’s large-scale geodata processing pipeline is secure, flexible, and dynamic, constructed to deliver both geodata and analytics for a variety of use cases and applications. It is running in an

AWS Virtual Private Cloud with raw data collected with Fugro sensors transmitted instantly over the AWS Direct Connect link or via S3 if provided by client or partner. Our proprietary processes, workflows, and APIs run on a variety of AWS managed products and services including: S3, Glacier, and Deep Archive for storage; EC2 and Lambda for compute; API Gateway to manage

APIs; DynamoDB, Amazon RDS for PostgreSQL, and Aurora for database management; Redshift and Athena for analytics; SageMaker, Rekognition, and Deep Learning AMIs for machine learning, and others for governance, security and compliance.

Provisioning cloud services using infrastructure as code not only offers the scale required for a geodata pipeline but allows us to focus more attention on delivering value to clients.

3.3 Approach

To meet the specifications of this Pilot project and deliver a compelling combination of schedule and price, we offer Michigan a hybrid approach whereby we will utilize the Fugro proprietary cloud pipeline for data access/delivery, data management, and automated point classification in combination with minimal human point classification and human oversight for quality control.

The following processing workflow was designed specifically for the Pilot project to utilize

Fugro’s innovative lidar processing techniques for classifying the USGS lidar data to Michigan’s specifications:

◼ Data access through AWS

◼ Data Management

◼ Cloud-based, Machine Learning Techniques for Processing at Scale

◼ Automated Point Classification

◼ Manual Point Classification

◼ Classification QC and Finalization

◼ Final Formatting and QC for Delivery

◼ Pilot Delivery, and

◼ Final Data Delivery through AWS or Michigan.mediashuttle.com

3.4 Data Access

While the geodata pipeline is built in AWS, it is cloud and format agnostic – inputs to our system may be successfully sourced from other cloud or hosted environments in any format, or even shipped via disk.

3.5 Data Management

Fugro’s production manager Tian Wang will organize the source data and layout by production blocks. The source data will first go through an initial check before any data processing. The

Lidar production manager will review the data so ensure there are no inconsistencies and that in case there are any discrepancies they will be documented and communicated to the production team. Once the data is considered ready for production, the following information will be documented and handed to the production team:

◼ Lidar data format (including source data classifications)

◼ Point density

◼ Metadata

◼ Hydro Flattened DEM

◼ Tile layout

◼ Projection information

◼ Terrain types

◼ Any special situations to be noted

Fugro will perform a quality and coverage check on the source data:

◼ Format: identify the source data format so the data is handled properly in the classification process

◼ Projection / Datum: Document the data projection to make sure the data remains in the original projection throughout data processing and remains properly defined for the final deliverable

◼ Completeness: Inventory the received lidar data to verify all data is complete and uncorrupted

◼ Coverage: Verify the data coverage matches the project layout for each area of interest

◼ Terrain Type: Perform land cover type analysis for each project area of interest for cloud-based classification routine training data.

Any issues that need Michigan’s attention will be communicated immediately.

https://www.signiant.com/products/media-shuttle/

3.6 Point Classification

For this project Fugro is taking a hybrid automated and manual approach to point classification.

The point classification process will be iterative and includes an automated pass performed by a model trained using machine learning, followed by human QC using Terrascan/Terramodel.

Fugro’s BatchPack will efficiently manage the Terrascan QC workflow and automatically validate formatting and tiling protocols.

Figure 3.2: USGS lidar Figure 3.3: Sense.Lidar classification

Figure 3.4: USGS lidar Figure 3.5: Sense.Lidar classification

3.7 Automation

Fugro’s automated point classification process includes machine learning and other techniques iteratively to improve results. To start, a smart ‘scatter-gather’ pattern is used to process point cloud data at scale. The entire dataset is divided into smaller overlapping tiles which act as reference points indicating which subset of data to download for each tile.

The tiles are placed in a queue for processing, potentially multiple times as some steps need to be completed for all tiles before the next steps can proceed (e.g. such as processing terrain, described below). A required number of processors (i.e. EC2 instances) can then be launched (or are already standing by) to start processing tiles from the queue. This way we can easily scale up and down our compute power even while a dataset is in progress.

Points are classified individually based on many geospatial properties of their neighborhood and local consensus amongst points in small clusters.

Before classification begins, ground is extracted by finding the lowest points in large blocks and growing those seed points into a DTM. Only below-ground-noise should be the remaining points underneath this DTM. The DTM is used compute “height above ground” for all points – one of the so-called features that will be used to classify each single point.

More features are computed, based on local geometry (local planarity, linearity, etc.) and lidar features (return number, intensity, etc.). Neighbors up to 10 meters away can still influence the information with respect to a single point.

The points and their features are now considered as regular tabular data and the proven, robust machine learning algorithm is used first to learn to associate those features with the class of the point and then apply those learnings – the model – to a new dataset.

Fugro’s proprietary cloud-based/scalable deep learning classification workflow is often described as a ‘forest’ of decision trees. A single decision/threshold can often already classify most of the points. For example: “height above ground < 5cm” will get most of the ground points correct. By growing the decision tree and producing more decision trees (a forest) that corrects mistakes –

‘boosting’ – the process can robustly and quickly sort the points by their class.

3.8 Comparing USGS and Sense.Lidar Classification Schema

Traditionally USGS lidar classifications cater to federal programs and are fit for purposes however they leave out vegetation and building classes which are needed by city planners at the County or State level. The table below compares the default USGS and Sense.Lidar classification schema:

Table 3.1: USGS Lidar Classes Vs Sense.Lidar Classes

USGS (default classes) Sense.Lidar (additional classes)

Code Description Code Description

1 Unclassified 3 Low Vegetation

2 Base earth 4 Medium Vegetation

7 Low noise 5 High Vegetation

9 Water 6 Buildings

17 Bridge deck 14 Culverts

18 High noise

21 Snow (if present)

All unchanged values will remain and be included in the LAS file.

3.9 Classification QC and Finalization

Fugro’s Senior Production Analyst will QC the manually classified tiles to ensure quality while the team is working on manual classification. Classification consistency will also be checked to make sure that there are no noticeable variations in the character, texture, or quality of the classification between tiles, swaths, lifts, or other non-natural divisions. Feedback will be provided to the team as soon as any issue is identified during QC and corrective actions will be applied. Once all tiles pass QC, the classifications will be finalized by running automated routines in TerraScan and using Fugro’s in-house developed tool packages:

◼ Classify the vegetation points into the Low, Medium and High Vegetation classes based on their height from ground surface

◼ Classify the vegetation points that fall inside the waterbodies into the Low, Medium and

High vegetation classes based on their height from the water surface

◼ Classify the points that are tagged with Overlap Flag based on the final non-overlap point classifications in the close neighborhood

3.10 Project Schedule

Table 3.2: Tentative Project Schedule for Pilot Project (Midland Co. and Gladwin Co.)

Item Process Description Estimated Duration

1 Notice of Award (Anticipated) February 1st, 2023 *

2 Kick-Off Meeting Within 7 days of contract award

Receive and confirm existing USGS data from MiSAIL Within 10 days of contract award

Training of Sense.Lidar models for

Michigan Within 14 days of contract award

5 Auto-classification through Sense.Lidar Within 18 days of contract award

6 Human assisted QC and classification Within 60 days of contract Award

7 Final Processing and Delivery Within 70 days of contract award

4. Product Deliverables

Product samples created for this proposal utilized the same process techniques that will be applied to the Lidar Classification Processing of USGS QL2 Pilot Project in Michigan. The table below highlights the key product deliverables and includes optional products:

Table 4.1: Project Deliverables

Item Description Format

Sense.Lidar Advanced Classification

- Building

- Vegetation (Low, Medium, High)

- Culverts

LAS

File naming will follow the original format.

2 2D building footprints and 3D building models Shapefile

Culvert polygons extracted from classified point cloud

(Optional) Shapefile

5. Pricing

Table 5.1: Sense.Lidar Pilot Project Pricing

Item Description Unit Price Area Price

1 Gladwin County: 516 Sq. Mi. $15.00 Sq. Mi. $7,740.00

2 Midland County: 528 Sq. Mi. $15.00 Sq. Mi. $7,920.00

3 Semi-Automated 2D Building Footprints $3,121.00

4 Fully Automated 3D Building Models $2,516.00

Total Pilot Project Cost $21,297.00

Buildings larger than 50 Square meters will be captured in their entirety. Sense.Lidar will be able to capture smaller buildings including garages but there may be some instances where smaller buildings are not classified.

Table 5.2: Optional Culvert Polygons for Pilot Project

Item Description Area Price

1 2D Automated Culvert Polygon shapefile (medium to large) $1,500.00

Authorized Signatory

Contract # 210000001076

Dave White, Regional Manager Remote Sensing and Mapping, Americas

Dave.white@fugro.com

31st January 2023 mailto:Dave.white@fugro.com

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 210000001076 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Fugro USA Land, Inc.

ST

A

TE

Pr og ra m M an ag er

Everett Root DTMB

7320 Executive Way 517-335-7180

Frederick, MD 21704 roote@michigan.gov

Dave White

C on tra ct

Ad m in is tra to r Sean Regan DTMB

301-948-8550, ext. 119 517-243-8459 dave.white@fugro.com regans@michigan.gov

V Cust#

CONTRACT SUMMARY

DESCRIPTION: Third Party Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

6/1/2021 5/31/2024 5, 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $0.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget

525 W. Allegan, Lansing, MI 48933 https://stateofmichigan.sharepoint.com/teams/insidemi/Purchasing/resources/Reference%20Library/Forms%20and%20Templates/notice_of_contract.docx#InitialEffectiveDate https://stateofmichigan.sharepoint.com/teams/insidemi/Purchasing/resources/Reference%20Library/Forms%20and%20Templates/notice_of_contract.docx#InitialExpirationDate https://stateofmichigan.sharepoint.com/teams/insidemi/Purchasing/resources/Reference%20Library/Forms%20and%20Templates/notice_of_contract.docx#InitialAvailableOptions https://stateofmichigan.sharepoint.com/teams/insidemi/Purchasing/resources/Reference%20Library/Forms%20and%20Templates/notice_of_contract.docx#InitialAvailableOptions https://stateofmichigan.sharepoint.com/teams/insidemi/Purchasing/resources/Reference%20Library/Forms%20and%20Templates/notice_of_contract.docx#AlternatePaymentOptions https://stateofmichigan.sharepoint.com/teams/insidemi/Purchasing/resources/Reference%20Library/Forms%20and%20Templates/notice_of_contract.docx#MiDEALParticipants

STATE OF

MICHIGAN

CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and [Insert Company Name] (“Contractor”), a [Insert State & Entity Status, e.g., a Michigan corporation or a Texas limited liability company]. This Contract is effective on June 1, 2024 (“Effective Date”), and unless terminated, expires on May 31, 2024.

This Contract may be renewed for up to 5 additional 1-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

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“Accept” has the meaning set forth in Section 20.

“Acceptance” has the meaning set forth in Section 20.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of a Person.

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“PAT” means a document or product accessibility template, including any Information Technology Industry Council Voluntary Product Accessibility Template or VPAT®, that specifies how information and software products, such as websites, applications, software and associated content, conform to WCAG 2.0 Level AA.

“Permitted Subcontractor” has the meaning set forth in Section 13.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Pricing” means any and all fees, rates and prices payable under this Contract, including pursuant to any Schedule or Exhibit hereto.

“Pricing Schedule” means the schedule attached as Schedule B, setting forth the Fees, rates and Pricing payable under this Contract.

“Project Manager” is the individual appointed by each party to (a) monitor and coordinate the day-to-day activities of this Contract, and (b) for the State, to co-sign off on its notice of Acceptance of the Deliverables. Each party’s Project Manager will be identified in the Statement of Work.

“Representatives” means a party's employees, officers, directors, partners, shareholders, agents, attorneys, successors and permitted assigns.

“RFP” means the State’s request designed to solicit responses for Contract Activities under this Contract.

“Software” means Contractor’s software set forth in the Statement of Work, and any Maintenance Releases or New Versions provided to the State and any Configurations made by or for the State pursuant to this Contract, and all copies of the foregoing permitted under this Contract and the License Agreement.

“Services” means any of the services Contractor is required to or otherwise does provide under this Contract, Schedule A - Statement of Work, Schedule C– Contractor Hosted Software and Services (if applicable).

“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which the Software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of, and to develop computer programs compatible with, the Software.

“Site” means the physical location designated by the State in, or in accordance with, this Contract or the Statement of Work for delivery or installation of the Contract Activities.

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 36.a.

“State Materials” means all materials and information, including equipment, documents, data, know-how, ideas, methodologies, specifications, software, content and technology, in any form or media, directly or indirectly provided or made available to Contractor by or on behalf of the State in connection with this Contract.

“Statement of Work” means any statement of work entered into by the parties and attached as a schedule to this Contract. The initial Statement of Work is attached as Schedule A, and subsequent Statements of Work shall be sequentially identified and attached as Schedules A-1, A-2, A-3, etc.

“Stop Work Order” has the meaning set forth in Section 27.

“Term” has the meaning set forth in the preamble.

“Third-Party” means any Person other than the State or Contractor.

“Transition Period” has the meaning set forth in Section 31.

“Transition Responsibilities” has the meaning set forth in Section 31.

“Unauthorized Removal” has the meaning set forth in Section 15.

“Unauthorized Removal Credit” has the meaning set forth in Section 15.

“User Data” means any and all information reflecting the access or use of the Hosted Services by or on behalf of the State or any Authorized User, including any end user profile, visit, session, impression, metadata, click-through or click-stream data and any statistical or other analysis, information or data based on or derived from any of the foregoing.

“Warranty Period” means the period set forth in Schedule A, the Statement of Work, commencing on the date of acceptance of all Deliverables purchased pursuant to the terms of this Contract.

“WCAG 2.0 Level AA” means level AA of the World Wide Web Consortium Web Content Accessibility Guidelines version 2.0.

“Work Product” means all State-specific deliverables that Contractor is required to, or otherwise does, provide to the State under this Contract including but not limited to any images or image files of any kind or nature, application programming interfaces, written materials, computer scripts, software configuration, software customization, APIs, macros, user interfaces, reports, project management documents, forms, templates, and other State-specific documents and related materials together with all ideas, concepts, processes, and methodologies developed in connection with this Contract whether or not embodied in this Contract. Work Product does not include software or licensed imagery products or services.

2. Duties of Contractor. Contractor must perform the Services and provide the Deliverables described in Schedule

A – Statement of Work. 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 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.

3. Statement(s) of Work. Contractor shall provide the Contract Activities pursuant to Statements of Work entered into under this Contract. No Statement of Work shall be effective unless signed by each party’s Contract Administrator. The term of each Statement of Work shall commence on the parties' full execution of the Statement of Work and terminate when the parties have fully performed their obligations. The terms and conditions of this Contract will apply at all times to any Statements of Work entered into by the parties and attached as a schedule to this Contract. The State shall have the right to terminate such Statement of Work as set forth in Sections 28 and 29. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work is strictly required.

4. Statement of Work Requirements. Each Statement of Work may include the following: (a) names and contact information for Contractor’s Contract Administrator, Project Manager and other personnel; (b) names and contact information for the State’s Contract Administrator, Project Manager and Business Owner; (c) a detailed description of the Services to be provided under this Contract, including any training obligations of Contractor; (d) a detailed description of the Deliverables to be provided under this Contract; (e) a description of all liquidated damages associated with this Contract, if any; and (f) a detailed description of all State Resources, if any, required to complete the Implementation Plan, if such a Plan is necessary.

5. Change Control Process. The State may at any time request in writing (each, a “Change Request”) changes to the Statement of Work, including changes to the Contract Activities (each, a “Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 5. No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.

This Contract may not be amended except by signed agreement between the parties (a “Contract Change Notice”). Notwithstanding the foregoing, no subsequent Statement of Work or Contract Change Notice executed after the Effective Date will be construed to amend this Contract unless it specifically states its intent to do so and cites the section or sections amended

6. 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:

[Name]

[Street Address]

[City, State, Zip]

[Email]

[Phone]

[Name]

[Street Address]

[City, State, Zip]

[Email]

[Phone]

7. 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 a project under this Contract.

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

All required insurance must: (i) protect the State from claims that arise out of, are alleged to arise out of, or otherwise result from Contractor's or subcontractor's performance; (ii) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (iii) be provided by a company with an A.M. Best rating of "A-" or better, and a financial size of VII or better.

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence

$1,000,000 Personal & Advertising Injury

$2,000,000 General Aggregate

$2,000,000 Products/Completed Operations

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

Automobile Liability Insurance

Minimum Limits:

$1,000,000 Per Accident

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

Aviation Insurance

Aircraft Liability Minimum Limits:

$1,000,000 Each Occurrence

$2,000,000 General 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.

Workers' Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities

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

Employers Liability Insurance

Minimum Limits:

$500,000 Each Accident

$500,000 Each Employee by Disease

$500,000 Aggregate Disease

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

and (iii) if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Effective Date of this Contract, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (i) 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; (ii) require that subcontractors maintain the required insurances contained in this Section; (iii) notify the Contract Administrator within five (5) business days if any policy is cancelled; and (iv) 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).

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

Department of Technology, Management and Budget

Cashiering

P.O. Box 30681

Lansing, MI 48909

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to MiDeal@michigan.gov.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.

10. Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal. Upon written agreement between the State and Contractor, this contract may also be extended to: (a) State of Michigan employees and (b) other states (including governmental subdivisions and authorized entities).

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms. The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.

11. 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.

12. Intellectual Property Rights. Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Work Product produced as part of the Contract Activities, and all associated intellectual property rights, if any. In general, Work Product constitutes works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Work Product, 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 Work Product, including all intellectual property rights therein. Contractor also irrevocably waives any and all claims Contractor may have now or hereafter have in any jurisdiction to so called “moral rights” or rights of droit moral with respect to the Work Product. If Contract Activities includes the purchase or use of software, such purchase, use, or access to Software shall be subject to Schedules C, D, or E of this Contract, as applicable.

http://www.michigan.gov/mideal

13. Subcontracting. Contractor will not, without the prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, engage any Third-Party to perform Services. The State’s approval of any such Third-Party (each approved Third-Party, a “Permitted Subcontractor”) does not relieve Contractor of its representations, warranties or obligations under this Contract. Without limiting the foregoing, Contractor will: (a) be responsible and liable for the acts and omissions of each such Permitted Subcontractor (including such Permitted Subcontractor's employees who, to the extent providing Services or Deliverables, shall be deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees; (b) name the State a third-party beneficiary under Contractor’s Contract with each Permitted Subcontractor with respect to the Services; (c) be responsible for all fees and expenses payable to, by or on behalf of each Permitted Subcontractor in connection with this Contract, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits; and (d) notify the State of the location of the Permitted Subcontractor and indicate if it is located within the continental United States.

14. Staffing. Contractor is solely responsible for all Contractor Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

15. RESERVED

16. Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information.

Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks.

The State, in its sole discretion, may also perform background checks. Due to the nature of the content services, this clause does not apply to projects with licensed products or services or employees supporting the licensed data programs.

17. 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.

18. 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…