210000001588.pdf

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Transportation Van Wagoner Bldg., 425 West Ottawa Street, Lansing, MI 48933

P.O. Box 30050, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 toto

Contract Number MA210000001588

C O

N T R

A C

T O

R C

O N

T R

A C

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National Industrial Maintenance, Inc.

4400 Stecker

Dearborn! MI 48126

Brian Malinowski

313-945-6464

BMalinowski@nimmi.com

CV0036608

S T A

T E

P ro g ra m

M a n a g e r

Various MDOT

C o n tr a c t

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

517-335-5905

KendrickR1@michigan.gov

CONTRACT SUMMARY

DESCRIPTION$ Drainage System Cleaning, Wayne County (Taylor TSC and DMG effective 05/14/2024), Blue Water

Bridge, Port Huron County (effective 04/20/2026)

INITIAL EFFECTIVE DATE

January 6, 2022

INITIAL EXPIRATION DATE

January 5, 2025

INITIAL AVAILABLE OPTIONS

2; 1‐Year

CURRENT EXPIRATION DATE

January 5, 2027

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes NoNo

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

CURRENT VALUE

$6,953,871.00

VALUE OF CHANGE NOTICE

$30,000.00

ESTIMATED AGGREGATE CONTRACT VALUE

$6,983,871.00

DESCRIPTION

DESCRIPTION: Upon execution, Contract is increased by $30,000.00 and adding Blue Water Bridge location (Port

Huron County) for as needed drainage system cleaning services. The original contract was awarded based on low bid, with the original contract value determined by estimated need. All other terms, conditions, pricing and specifications remain the same per contractor and agency agreement.

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA210000001588

Contract Program Managers

AGENCY NAME PHONE EMAIL

MDOT ‐ Taylor TSC Mike Budai 248-343-3697 BudaiM@michigan.gov

MDOT ‐ DMG Brian Brandom 313-874-2140 BrandomB@michigan.gov

MDOT ‐ BWB Robert Kresevich 517-897-2049 KresevichR@michigan.gov

CONTRACT CHANGE NOTICE

Change Notice Number 3 .

to

Contract Number 591M210000001588.

C O

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National Industrial Maintenance, Inc.

4400 Stecker Dearborn, MI 48126

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P ro gr a m M a n a ge rs Mike Budai – Taylor TSC

248-343-3697 BudaiM@michigan.gov

Brian Brandom – DMG 313-874-2140 BrandomB@michigan.gov

Brian Malinowski

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

313-945-6464 517-335-5905

BMalinowski@nimmi.com KendrickR1@michigan.gov

CV0036608

CONTRACT SUMMARY

DESCRIPTION: Drainage System Cleaning Services within Wayne County

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

January 6, 2022 January 5, 2025 2; 1-Year January 5, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

☒ 2 years ☐ January 5, 2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$3,753,871.00 $3,200,000.00 $6,953,871.00

DESCRIPTION: Upon execution and State Ad Board approval (01/28/2025), this contract is exercising two one-year options, and the contract value is increased by $3,200,000.00 to cover estimated as-needed drainage system cleaning services. The Contract Administrator has been updated as noted above. All other terms, conditions and specifications remain the same per contractor and agency agreement.

Department of Transportation 425 West Ottawa Street., Lansing, MI 48933 P.O. Box 30050, Lansing, MI 48909 mailto:BudaiM@michigan.gov

CONTRACT CHANGE NOTICE

Change Notice Number 2 .

to

Contract Number 591M210000001588.

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In fo rm a ti o n

National Industrial Maintenance – Michigan

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E

P ro g ra m M a n a g e r Mike Budai – Taylor TSC

248-343-3697 BudaiM@michigan.gov Brian Brandom – DMG 313-874-2140 BrandomB@michigan.gov

CV0036608

C o n tr a c t

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

C o n tr a ct

A d m in is tr a to r Brian Malinowski 517-249-0870

313-945-6464 HarrisT@michigan.gov bmalinowski@nimmi.com

CONTRACT SUMMARY

Drainage System Cleaning Services within Wayne County

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

January 6, 2022 January 5, 2025 2; 1-Year January 5, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

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

$2,995,171.00 $758,700.00 $3,753,871.00

Effective June 5, 2024, the contract value is increased $758,700 to cover estimated as-needed services at locations under the jurisdiction of Detroit Maintenance Garage.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement and State Administrative Board approval on June 4, 2024.

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

CHANGE NOTICE 1 TO 591M210000001588 Page 3

SCHEDULE B

Price Schedule for Detroit Maintenance Garage

Quantities listed are estimates only.

ITEM DESCRIPTION UNIT

ESTIMATED

YEARLY

QUANTITY

PRICE PER

UNIT

EXTENDED

PRICE

Non-Freeway Dr. Structure, Cleaning Each 3,540 $115.00 $407,100.00

TV Truck and Operator Hour 10 $200.00 $2,000.00

Dr. Structure Lead, Cleaning, 6"-12" Foot 50,000 $2.15 $107,500.00

Dr. Structure Lead, Cleaning, 15"-18" Foot 20,000 $3.58 $71,600.00

Truck Mounted Attenuator, Operated Hour 1,000 $140.00 $140,000.00

Emergency Response, Jet Vac and Operator

Hour 20 $225.00 $4,500.00

Emergency Response, TV Truck and Operator

Hour 10 $200.00 $2,000.00

Emergency Response, Truck Mounted Attenuator, Operated

Hour 10 $150.00 $1,500.00

Dr. Structure, Chipping Hour 150 $150.00 $22,500.00

TOTAL ESTIMATED 1-YEAR COST $758,700.00

Mi ch i ga n .gov/ Mi P r ocure me n t

STANDARD CONTRACT TERMS

Contract State and National Industrial Maintenance, Inc Michigan

Company. This Contract is effective on January 6 Effective Date terminated, expires on January 5, 2025.

This is a three (3) year Contract may be renewed for up to two (2) additional one-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A Statement of Work Contract Activities 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.

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 maintain all necessary licenses, permits or other authorizations necessary for the lity 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

Version 11 (10/2020) 3 and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

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

2. Notices. All notices and other communications required or permitted under this

Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

Greg Tackett

Dearborn, MI 48126 gtackett@nimmi.com 313-945-6464

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

Contract Administrator

State: Contractor:

Greg Tackett

313-945-6464

4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to- Program Manager

State: Contractor:

Mike Budai 6510 Telegraph Taylor, Mi 48180 Budaim@michigan.gov 248-343-3697

Bob Davis 4400 Stecker Dearborn, MI 48126 gtackett@nimmi.com 313-945-6464

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

Version 11 (10/2020) 4

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 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

Contractor must have their policy endorsed to add agencies, offices, commissions, officers, employees, endorsement CG 20 10 11 85, or both CG 2010 07 04 and CG 2037 07 04.

Minimum Limits:

$1,000,000 Per Accident

Contractor must have their policy: (1) endorsed to divisions, agencies, offices, commissions, officers,

(2) include Hired and Non-Owned Automobile coverage.

Waiver of subrogation, except where waiver is

Employers Liability Insurance

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-

Version 11 (10/2020) 5

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 employees and any subcontractors. Prior p status as an independent contractor.

10. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the any information it requests to determine whether the delegation is in its best interest.

If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

11. Staffing. ator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

12. Reserved

13. Assignment. Contractor may not assign this Contract to any other party without the

Version 11 (10/2020) 6 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 organizational structure or ownership. For purposes of this Contract, a change in mmation 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 or series of transactions principally for bona fide equity financing purposes.

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

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

16. Acceptance. Contract Activities are subject to inspection and testing by the State 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

Contract in accordance with Section 23, Termination for Cause.

on 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 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

Version 11 (10/2020) 7 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. Reserved

18. Reserved

19. Reserved

20. Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the 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 excis 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 tance 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.

Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

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

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

Version 11 (10/2020) 8 or any additional compensation during a stop work period.

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

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance 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 this Contract. The Contractor must pay all reasonable costs incurred by the State in court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

24. Termination for Convenience 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 ities at the

Version 11 (10/2020) 9 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 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 completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor

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 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 or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by

, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of else for whose acts any of them may be liable).

to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced. Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations.

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense if the State deems necessary. Contractor written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

Any litigation activity on behalf of the State, or any of its subdivisions under this

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Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

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

REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,

NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY

CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED THE

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

29. Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 14 calendar days of receiving notice of any litigation, investigation, arbitration, Proceeding subcontractor, or an officer or director of Contractor or subcontractor, that arises during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil that Contractor is required to possess in order to perform under this Contract.

30. State Data. All data and information provided to Contractor by or on behalf of the State, and all data and information derived therefrom, is the exclusive property of the

State Data ; this definition is to be construed as broadly as possible. Upon request, Contractor must provide to the State, or a third party designated by the State, all State Data within 10 calendar days of the request and in the format requested by the State. Contractor will assume all costs incurred in compiling and supplying State Data. No State Data may be used for any marketing purposes.

31. Reserved

32. Non-Disclosure of Confidential Information. The parties acknowledge that each

Version 11 (10/2020) 11 confidential, privileged communication not intended to be disclosed to third parties.

The provisions of this Section survive the termination of this Contract.

a. Meaning of Confidential Information. For the purposes of this Contract, the Confidential Information at the time of disclosure by such party; (b) if disclosed orally or not marked meaning; and, (c) should reasonably be recognized as confidential information of information or documentation that was: (a) subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the independently by the receiving party, as demonstrated by the receiving party, source other than the disclosing party without an obligation of confidentiality; or,

(e) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Contract, in all cases and for all matters, State Data is deemed to be Confidential Information.

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

c. Cooperation to Prevent Disclosure of Confidential Information. Each party must use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party must advise the other party immediately in the event

Version 11 (10/2020) 12 to Confidential Information has violated or intends to violate the terms of this Contract and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

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

e. Surrender of Confidential Information upon Termination. Upon termination of calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a possession, custody, or control; provided, however, that Contractor must return State Data to the State following the timeframe and procedure described further in this Contract. Should Contractor or the State determine that the return of any Confidential Information is not feasible, such party must destroy the Confidential Information and must certify the same in writing within 5 calendar days from the date of termination to the

Confidential Information will be destroyed after the retention period expires.

33. Reserved

34. Reserved

35. Reserved

36. Records Maintenance, Inspection, Examination, and Audit. The State or its designee may audit Contractor to verify compliance with this Contract. Contractor must retain and provide to the State or its designee and the auditor general upon request, all financial and accounting records related to the Contract through the term of the Contract and for 4 years after the latter of termination, expiration, or final payment under this Contract or a Audit Period or other action involving the records is initiated before the end of the Audit Period, Contractor must retain the records until all issues are resolved.

Within 10 calendar days of providing notice, the State and its authorized representatives or designees have the right to enter and inspect Contractor's premises or any other places where Contract Activities are being performed, and or must

Version 11 (10/2020) 13 cooperate and provide reasonable assistance. If any financial errors are revealed, the amount in error must be reflected as a credit or debit on subsequent invoices until the amount is paid or refunded. Any remaining balance at the end of the Contract must be paid or refunded within 45 calendar days.

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

37. Warranties and Representations. Contractor represents and warrants: (a)

Contractor is the owner or licensee of any Contract Activities that it licenses, sells, or develops and Contractor has the rights necessary to convey title, ownership rights, or licensed use; (b) all Contract Activities are delivered free from any security interest, lien, or encumbrance and will continue in that respect; (c) the Contract Activities will of any third party; (d) Contractor must assign or otherwise transfer to the State or its designee any manufacturer's warranty for the Contract Activities; (e) the Contract Activities are merchantable and fit for the specific purposes identified in the Contract;

(f) the Contract signatory has the authority to enter into this Contract; (g) all information furnished by Contractor in connection with the Contract fairly and accurately represents Contractor's business, properties, finances, and operations as of the dates covered by the information, and Contractor will inform the State of any material adverse changes;(h) all information furnished and representations made in connection with the award of this Contract is true, accurate, and complete, and contains no false statements or omits any fact that would make the information misleading; and that (i) Contractor is neither currently engaged in nor will engage in the boycott of a person based in or doing business with a strategic partner as described in 22 USC 8601 to 8606. A breach of this Section is considered a material breach of this Contract, which entitles the State to terminate this Contract under

38. Conflicts and Ethics. Contractor will uphold high ethical standards and is prohibited from: (a) holding or acquiring an interest that would conflict with this Contract; (b) doing anything that creates an appearance of impropriety with respect to the award or performance of the Contract; (c) attempting to influence or appearing to influence any State employee by the direct or indirect offer of anything of value; or (d) paying or agreeing to pay any person, other than employees and consultants working for Contractor, any consideration contingent upon the award of the Contract. Contractor must immediately notify the State of any violation or potential violation of these standards. This Section applies to Contractor, any parent, affiliate, or subsidiary organization of Contractor, and any subcontractor that performs Contract Activities in connection with this Contract.

39. Compliance with Laws. Contractor must comply with all federal, state and local

Version 11 (10/2020) 14

40. Reserved.

41. Reserved

42. Nondiscrimination. Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq., the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., and Executive Directive 2019-09. Contractor and its subcontractors agree not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex (as defined in Executive Directive 2019-09), height, weight, marital status, partisan considerations, any mental or physical disability, or genetic job or position. Breach of this covenant is a material breach of this Contract.

Contractor or subcontractor who appears on the Unfair Labor Practice register compiled under MCL 423.322.

44. Governing Law. This Contract is governed, construed, and enforced in accordance with Michigan law, excluding choice-of-law principles, and all claims relating to or arising out of this Contract are governed by Michigan law, excluding choice-of-law principles. Any dispute arising from this Contract must be resolved in Michigan Court of Claims. Contractor consents to venue in Ingham County, and waives any objections, such as lack of personal jurisdiction or forum non conveniens. Contractor must appoint agents in Michigan to receive service of process.

45. Non-Exclusivity. Nothing contained in this Contract is intended nor will be construed as creating any requirements contract with Contractor. This Contract does not restrict the State or its agencies from acquiring similar, equal, or like Contract Activities from other sources.

46. Force Majeure. Neither party will be in breach of this Contract because of any failure arising from any disaster or acts of god that are beyond their control and without their fault or negligence. Each party will use commercially reasonable efforts to resume performance. Contractor will not be relieved of a breach or delay caused by its subcontractors. If immediate performance is necessary to ensure public health and safety, the State may immediately contract with a third party.

47. Dispute Resolution. The parties will endeavor to resolve any Contract dispute in accordance with this provision. The dispute will be referred to the parties' respective Contract Administrators or Program Managers. Such referral must include a description of the issues and all supporting documentation. The parties must submit the dispute to a senior executive if unable to resolve the dispute within 15 business days. The parties will continue performing while a dispute is being resolved, unless the dispute precludes performance. A dispute involving payment does not preclude

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Litigation to resolve the dispute will not be instituted until after the dispute has been unlikely or fails to respond within 15 business days. The parties are not prohibited from instituting formal proceedings: (a) to avoid the expiration of statute of limitations period; (b) to preserve a superior position with respect to creditors; or (c) where a party makes a determination that a temporary restraining order or other injunctive relief is the only adequate remedy.

terminate the Contract.

48. Media Releases. News releases (including promotional literature and commercial advertisements) pertaining to the Contract or project to which it relates must not be made without prior written State approval, and then only in accordance with the

49. Website Incorporation. The State is not bound by any content on Contract website unless expressly incorporated directly into this Contract.

50. Schedules. All Schedules and Exhibits that are referenced herein and attached hereto are hereby incorporated by reference. The following Schedules are attached hereto and incorporated herein:

Schedule A Statement of Work

Schedule B List of Pay Items

Maintaining Traffic Typicals

51. Entire Agreement and Order of Precedence. This Contract, which includes Schedule A Statement of Work, and schedules and exhibits which are hereby expressly incorporated, is the entire agreement of the parties related to the Contract Activities. This Contract supersedes and replaces all previous understandings and agreements between the parties for the Contract Activities. If there is a conflict between documents, the order of precedence is: (a) first, this Contract, excluding its schedules, exhibits, and Schedule A Statement of Work as of the Effective Date; and (c) third, schedules expressly incorporated into this Contract as of the Effective Date. NO TERMS ON

, BROWSE-

WRAP, SHRINK-WRAP, CLICK-WRAP, CLICK-THROUGH OR OTHER NON-

NEGOTIATED TERMS AND CONDITIONS PROVIDED WITH ANY OF THE

CONTRACT ACTIVITIES WILL CONSTITUTE A PART OR AMENDMENT OF THIS

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OTHER TERMS AND CONDITIONS HAVE NO FORCE AND EFFECT AND ARE

DEEMED REJECTED BY THE STATE, EVEN IF ACCESS TO OR USE OF THE

CONTRACT ACTIVITIES REQUIRES AFFIRMATIVE ACCEPTANCE OF SUCH

TERMS AND CONDITIONS.

52. Severability. If any part of this Contract is held invalid or unenforceable, by any court of competent jurisdiction, that part will be deemed deleted from this Contract and the severed part will be replaced by agreed upon language that achieves the same or similar objectives. The remaining Contract will continue in full force and effect.

53. Waiver. Failure to enforce any provision of this Contract will not constitute a waiver.

54. Survival. The provisions of this Contract that impose continuing obligations, including indemnification, and confidentiality, will survive the expiration or termination of this Contract.

55. Contract Modification. This Contract may not be amended except by signed Contract Change Notice 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.

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Michigan.gov/MiProcurement

SCHEDULE A STATEMENT OF WORK

CONTRACT ACTIVITIES

Contract No. 210000001588 Taylor TSC State Trunkline Sweeping

BACKGROUND

Michigan Department of Transportation (MDOT) is requesting bids for Drainage System Cleaning Services within Wayne County (Taylor Transportation Service Center jurisdiction). Estimated quantities are included on the Schedule B. The contractor must be prequalified in category N9-4A (Sewer Cleanout) and category N9-4B (Sewer Inspection).

The result of this Contract is a three (3) year contract with two (2) one (1) year optional extensions. Quantities listed on the Schedule B are estimates, actual work performed will be decided by the Program Manager/Engineer or his/her designee. The State is not obligated to purchase any listed quantity.

SCOPE

This contract is for cleaning of drainage structures and lead cleaning. The Contractor shall project locations will not be known at the time of letting.

All work will be documented in ArcGIS by MDOT. Contractor can view the documented data and will be required to use ArcGIS Software for reporting purposes.

The Contractor shall provide all personnel, equipment, tools, materials, supervision, and other items and services necessary to perform the drainage cleaning services as described in the specifications herein.

REQUIREMENTS

1. General Requirements

1.1. General Requirements Overview

The Contractor through innovation, technology, or other means shall perform and provide the required repair and have adequate qualified staff to complete the requested work

Version 11 (10/2020) 18 performance of work, including by not limited to:

The Contractor shall provide services at the locations as directed by the PM/CCI within the Taylor TSC jurisdiction. The Contractor shall provide clean out services of the specified catch basins under the jurisdiction of MDOT in accordance with requirements stated herein in accordance with requirement of this contract.

The Contractor must adhere to Section 403 of the Michigan Department of Transportation Standard Specifications for Construction, 2020 Edition.

All work shall be done in accordance with all regulations governing the state agency wherein the work is to be performed and with minimum possible interference with the proper functioning of the activities of that state agency. Supplies, materials, equipment, etc. shall be confined so as not to unduly encumber the premises.

Any and all work-related citations/fines/tickets will the responsibility of the Contractor.

1.2. ArcGIS Software

MDOT will be using ArcGIS software to track and monitor the drainage system cleaning database. The Contractor will be given read-only permission to the database and will be

The database is portrayed in the form of a map that can be accessed on desktop computers via ArcGIS Online (AGO) or the Collector Application (aka Collector App) via smart phones and tablets, which is available to download for free. MDOT will provide log on credentials to the Contractor for access to the drainage system cleaning database.

The Contractor will utilize ArcGIS Software to:

View locations Visual display of progress Extract monthly report of completed work

To view the map in the field the Contractor is required to have mobile devices with cellular connections. Any costs associated with mobile devices are the responsibility of

Version 11 (10/2020) 19 devices. If the Contractor already has an AGO Organizational account, credentials can be associated with the databases for this contract.

MDOT staff and contractor representatives will share the same database. The database will be backed up by MDOT periodically to monitor changes. Data points from the map can be extracted and used for reporting purposes. There will be limitations on what information MDOT and/or the Contractor can modify in the ArcGIS database. Only MDOT will have the right to create a Work Order for the Contractor.

CONTRACT ACTIVITIES

Device Requirements:

Collector is supported on Android, iOS, and Windows devices.

Android

a. Android 4.1 (Jelly Bean) or later

b. ARMv7 of x86 processor

c. OpenGL ES2.0 support

d. Precise location (GPS and network-based) support iOS

a. iOS 8 or later

b. iPhone, iPad, iPod touch

Windows Windows 10.0.586 or later (tablet and PC; excluding LTSB)

1.3 Training

The Contractor must provide documentation as proof of needed certifications (Example:

confined space training, equipment cards).

2.1 Drainage Structure Cleaning

The Contractor shall clean all structures containing two (2) inches or more of material or as requested by the MDOT Program Manager or his/her designee. The drainage structure cleaning will be performed between March 30 and November 15 of each year and throughout the year weather permitting.

Drainage structures will be cleaned on a corridor basis as directed by the Engineer. More than one corridor at a time may be requested for service. Callouts for individual drainage structure cleaning will be paid for as an emergency response.

The cleaning of the drainage structures is NOT to be considered routine. Structures cleaned will not be revisited annually. Majority of the basins to be cleaned will have a heavy amount of debris.

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All cleaning of drainage structures shall be paid on a unit price per drainage structure per cleaning basis. The completed work will be paid for at this Contract unit price, which price includes all equipment and labor to clean basin or manhole and hauling, testing (if required for disposal), disposing of all waste, and traffic control to satisfactorily complete the work as described.

One (1) unit shall equal one (1) catch basin as described on the Schedule B (Pricing).

CONTRACT ACTIVITIES

Included in the unit price of the ____ Dr Structure, Cleaning, a Truck Mounted Attenuator (TMA) shall be used as a shadow vehicle on any roadway with a speed limit of 45 mph or greater. Additionally, the dispersement of up to 15 flares (20-minute burn rate) per hour cleaning, but rather in situations where the flares would provide additional warning indications for traffic. The use of flares shall be used as directed by the Engineer for safety purposes.

Additional TMAs, as approved by the Engineer will be paid for separately. Additional TMAs will be paid for at the contract unit price for Truck Mounted Attenuator, Operated or if for emergency response the additional TMAs will be paid for as Emergency Response, Truck Mounted Attenuator, Operated. The cost of the TMA shall include a driver for mobile operations. Both pay items are per hour, per TMA and operator.

The use of a TMA shall include the dispersement of up to 15 (20-minute flares) per hour.

It is not the intent to utilize flares on a continuous basis or at every location. However, the Engineer may request their usage to provide additional visibility to the operations.

When a drainage structure requires hand chipping or large debris removal, the Contractor shall supply a chipping crew. This shall include all tools necessary (compressor, jack hammer, drills, etc.) and the trained personnel and equipment required for confined space entry. The cost for this will be paid for as Drainage Structure Chipping, Hour. If required, additional services, vactor truck or TMA, will be paid for separately at the contract unit price. Personnel assigned to perform chipping need to be certified in confined space entry. Documentation of personnel training shall be provided with the bid documents and at the request of the Engineer.

2.2 Emergency Requests

The Contractor shall be available 24 hours, seven (7) days a week. The Contractor shall organize his/her operations to respond to emergency calls for catch basin clean out services from the PM/CCI. Following a call from the PM/CCI, the Contractor shall provide the necessary equipment for catch basin clean out and/or lead cleaning at the designated

Version 11 (10/2020) 21 localized flooding for catch basin clean out.

Payment for emergency call outs shall be paid at an hourly rate. The billable time will begin when the Contractor arrives at the emergency scene with all personnel and equipment needed to perform the cleaning. One (1) additional hour for travel to the job site and one (1) additional hour for travel from the site will be paid for each emergency call out. The Contractor shall include the cost of supervision and all labor, equipment, CONTRACT ACTIVITIES water, transportation, fees for disposal of debris in accordance with all local, State, and Federal statues, and incidentals necessary to satisfactorily perform this service.

personnel to operate the requested equipment. Requests may be made for structure cleaning or video services. All services are included in the hourly rate. There are no other individual pay items that will be paid during an Emergency Response request.

2.3 Lead Cleaning

In an effort to maximize production during scheduled corridor jetting operations the Contractor shall plan to have a 5,000-gallon capacity water truck able to charge their jetting trucks on site. Or the Contractor needs to have hydrant permits through the local agencies allowing the contractor to use City water in the immediate area that the contractor is working. For increased production, the Contractor may be required, per the request of the MDOT Program Manager to provide multiple crews to expedite the work.

2.4 Disposal of Material

The Contractor is responsible for disposal of all material using either Disposal Alternate A or B listed below. At no time will waste material or storage containers be

2.4.1 Disposal Alternate A

Solid Waste Phase The solid waste generated shall be disposed of at a Type II landfill. Solid is defined as having no releasable liquids. The landfill may require testing before accepting the waste.

The Contract Compliance Inspector shall be provided disposal documentation from the Type II landfill or certified transfer station.

Liquid Waste Phase:

a) Option 1 - This waste may be evaporated; or

b) Option 2 -This waste may be placed in a sanitary sewer system with the approval

MDOT Program Manager; or

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