220000000228.pdf

Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 3 .

to

Contract Number 220000000228.

C O

N T

R A

C T

R

4 M Building Solutions LLC

S T

A

E

P ro g ra m M a n a g e r Kevin Gouza – Sault Ste Marie

Nick LaChapelle - Naubinway

MDOT

2827 Clark Ave.

Kevin 906-630-2915 Nick 906-630-5600

St Louis MO 63103 Gouzak@michigan.gov Lachapelllen@michigan.gov

Michael L. Fitts

C o n tr a ct

A d m in is tr a to r Mark Morrison MDOT

314-610-6313 517-275-1834 mfitts@4-m.com Morrisonm@michigan.gov

CV0036572

STATE OF MICHIGAN PROCUREMENT

Department of Transportation

425 W. OTTAWA ST. LANSING MICHIGAN 48933

P.O. BOX 30050, LANSING MICHIGAN 48909

CONTRACT SUMMARY

DESCRIPTION: Janitorial/Grounds Services for MDOT Sault Ste Marie and Naubinway Rest Areas, Superior region.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

January 1, 2022 December 15, 2025 2, 1-Yr December 15, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

1% 10 Days; Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

☒ 2-Yr ☐ December 15, 2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$538,578.77 $617,565.00 $1,156,143.77 DESCRIPTION: Change Notice 3 issued due to inquiry requisition number 250000001432. Adding 2-Option years of service and $617,565.00 for services. This contract award was based on best value, with the original contract dollar value determined based on estimated needs. All other terms, conditions and specifications remain the same. No option years remain.

mailto:Gouzak@michigan.gov

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Transportation 425 West Ottawa Street, Lansing, MI 48933

Change Notice Number 1 to

Contract Number MA 220000000228

CURRENT CONTRACTOR

HI-TEC BUILDING SERVICES INC

6578 Roger Drive, Suite A

Jenison MI 49426

Brian Hogan

616-662-1623 ext. 113 bhogan@hitec-services.com

CV0036572

NEW CONTRACTOR

4 M Building Solution LLC dba HI-TEC BUILDING

SERVICES

2827 Clark Ave.

St Louis MO 63103

Michael L. Fitts

314-610-6313 mfitts@4-m.com

CV0036572

STATE CONTACTS

ro g ra m

M n a g e r

Kevin Gouza – Nick LaChapelle MDOT

Contract Administrator

Mark Morrison MDOT

KG (906) 630-2915 NL (906) 630-5600 (517) 275-1834

Gouzak@michigan.gov Lachapellen@michigan.gov Morrisonm@michigan.gov

CONTRACT SUMMARY

Janitorial/Grounds Services for MDOT Sault Ste Marie and Naubinway Rest Area, Superior region.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

January 1, 2022 December 15, 2025 2, 1-year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-Card Direct Voucher (PRC) Other Yes No X

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

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

N/A N/A N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$538,578.77 $0.00 $538,578.77 mailto:bhogan@hitec-services.com mailto:mfitts@4-m.com mailto:Gouzak@michigan.gov mailto:Lachapellen@michigan.gov mailto:Morrisonm@michigan.gov MichaudRichardsH Callout Note: Change Notice is Number 2 ~ HMR 9/23/24

MichaudRichardsH Callout Note: Correct Payment Terms is 1%/10 Days; Net 45 Days ~ HMR 9/23/24

DESCRIPTION

Effective July 1, 2024, please note Contractor company change in ownership from Brian Hogan to 4M Building Solution, LLC, dba Hi-Tech Building Services. Contractor Contact roles in the following sections are updated as follows:

Statement of Work, Section 3.A.1.

Contractor Representative(s): Brooke Carlson Director of Special Services c: 616-644-3586, email:

BLCarlson@hitec-services.com, Available 24/7 and

Michael L. Fitts Executive Vice President c: 314-610-6313, email: mfitts@4-m.com

Statement of Work, Section 3.A.2.

Key Personnel/Program Manager:

Holly Andrews Regional Vice President 6578 Roger Dr, Suite A Jenison, MI 49428 c: 269-217-7035, email:

HAndrews@hitec-services.com Available 24/7

Contract Terms, Section 2, Notices: Michael L. Fitts

Contract Terms, Section 3, Contract Administrator: Michael L. Fitts

Contract Terms, Section 4, Program Manager: Holly Andrews

Cc. Brooke Carlson on all communications

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, and MDOT Procurement approval.

mailto:BLCarlson@hitec-services.com mailto:mfitts@4-m.com mailto:HAndrews@hitec-services.com

Change Notice Number 1 .

to

Contract Number 220000000228

C

N T

R A

C T

R

Hi-Tec Building Services, Inc.

S

A

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

Kevin Gouza – Sault Ste Marie Nick LaChapelle - Naubinway

MDOT

6578 Roger Drive; Suite A

Kevin – (906) 630-2915 Nick – (906) 630-5600 Kevin: Gouzak@Michigan.gov Nick: Lachapellen@Michigan.gov

Jenison, MI 48426 Mark Morrison

Brian Hogan

C o n tr ct

A d m in is tr a to r (517) 275-1834 MDOT

(616) 662-1623 Morrisonm@michigan.gov

Bhogan@hitec-services.com

STATE OF MICHIGAN PROCUREMENT

Department of Transportation

425 W. OTTAWA ST, LANSING, MICHIGAN 48933

P.O. BOX 30050, LANSING, MICHIGAN 48909

CONTRACT SUMMARY

DESCRIPTION: Janitorial/Grounds Services for the MDOT Sault Ste Marie Rest Area and Naubinway Rest Area.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

January 1, 2022 December 15, 2025 2,1-Year

PAYMENT TERMS DELIVERY TIMEFRAME

1%/10; Net 45 Days N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$279,451.67 $259,127.10 $538,578.77 DESCRIPTION: Change Notice 1 to include one (1) additional location added to agreement, Naubinway Rest Area. 2 years, 5 months of funds being added, $259,127.10.

2 years: $214,450.00 5 months (pro-rate): $44,677.10

All other terms, conditions, specifications, and pricing remain the same.

CHANGE NOTICE NO. 1 TO CONTRACT NO. 220000000228

FOR THE CONTRACTOR:

Hi-tec Building Services, Inc.

Company Name

Authorized Agent Signature

Brian Hogan Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Carol Rademacher, for the Department Director Name & Title

Michigan Department of Transportation Agency

Date

6/30/2022

7/21/2022

I.

II.

III.

Daily (7 X per week;

365 X per year)

Weekly (Approx 52 X per year)

A.

X

X

NUMBER OF BENCHES 2 NUMBER OF CIGERETTE BUCKETS 4

517-241-2343

Nick LaChapelle

Basic Janitorial Services

WORK HOURS TASKS WILL BE

PERFORMED

7:00am-11:00am and 12:00pm-4:00pm

906-630-5600

NUMBER of RESTROOMS in BUILDING:

TOTAL SQ. FT. to be CLEANED:

Mats, ceramic, concrete

NUMBER OF HAND SANITIZER

DISPENSERS

JANITORIAL SERVICES

2 (1 inside, 1 outside)

2.0 acres

PROGRAM MANAGER:

Schedule C - Location Specification Sheet (LSS) Janitorial/Grounds/Snow Services for MDOT Rest Area [Naubinway Rest Area/NBY TSC]

OPTIONS:

CONTRACT END DATE:

Superior COUNTY:

# of Options

TBD

Year(s) per Option

TBD

TBD

Mackinac

EMAIL

MorrisonM@michigan.gov lachapellen@michigan.gov

Naubinway Rest Area #213

NUMBER OF URINALS 2

NUMBER OF TRASH BARRELS

OUTSIDE BUILDING

NUMBER OF PICNIC GRILLS/STOVES

APPROX AREA TO BE MOWN

Procurement Contact Information

CONTRACT ADMINISTRATOR

Note to Bidder: This Service Specifications worksheet tab is for informational purposes. Worksheet tabs 2. through 5. must be completed and the entire Schedule C workbook attached with your bid proposal.

# of Years

3 years

NUMBER OF DRINKING FOUNTAINS

NAME PHONE

Mark Morrison

8/22/2022

Superior Region/Newberry TSC

NUMBER OF SINKS

NUMBER OF BABY CHANGING

STATIONS

NUMBER OF TRASH

RECEPTACLES IN LOBBY

NUMBER OF PICNIC TABLES

APPROX AMOUNT OF MULCH

NEEDED

ADDITIONAL INFORMATION

[Read and Delete: Note additional information, including known environmental issues that Bidder should be aware of in performing services for this location]

Description of Service Needs TASK AND FREQUENCIES

CONTRACT and AGENCY CONTACT INFORMATION Contract Information

CONTACT

LOCATION INFORMATION

Rest Area Location Information

DAYS TASKS WILL BE

PERFORMED

AVERAGE NUMBER OF ANNUAL

VISITORS:

FLOORING TYPE(S)

NUMBER OF TOILETS

CONTRACT TERM:

CONTRACT START DATE:

CONTRACTING DIVISION /

OFFICE:

REST AREA NAME/NUMBER:

DESCRIPTION OF REST AREA

LOCATION

MDOT REGIONAL SERVICE AREA:

Frequency

Services

Restrooms Primary Cleaning of Restrooms (see Schedule B.1, Section 1.1 for all tasks included in Primary Cleaning) Periodic Check of Restrooms (see Schedule B.1, Section

1.2 for all tasks included in Periodic Check)

Bi-Weekly (Approx 26 X per year) Monthly

(12 X per year)

3 X 4 X

X

X

8 X 9 N/A

B.

1 X 2 X 3 X

5 X 6 X 7 X 8 X 9 X

10 X

C.

1 X

X

3 X

X

5 X 6 X

D.

1 X 2 X

X

4 X 5 X 6 X

E.

1 X 2 X 3 X

F.

1 X

X

Plastic Map and Display Cases

Clean plexiglass with a mild soap and water

Remove graffiti.

Remove cobwebs in and around structures

Sidewalks and Walkways

Sweep all sidewalks

Frequency

No Snow and/or Growing Season (approx April - October)

Seasonal Basic Janitorial Services

General Grounds Cleaning

Pick up litter and debris

Sweep curb.

Empty and disinfect trash barrels; replace plastic bags/liners.

Clean cigarette snuffers.

Clean park benches and picnic tables

Remove/dispose of ashes and clean picnic grills/stoves

Disinfect and clean entire walls and partitions.

Remove and clean plastic light fixture covers

Clean window screens as needed Scrub tile floors (see Schedule B.1, Section 3.1 A for tasks and procedure)

Clean wall heaters

X

Lobby and Entrance Ways

Empty and clean trash receptacles

Replace receptacle liners when torn or soiled.

X

Wash restroom walls, partitions, toilets and urinals (see Schedule B.1, Section 3.1 B for tasks and procedure) Clean drains with approved disinfectant

Completely clean ceiling vent covers

Clean wall heaters (if present)

X

Sweep, mop floor and wipe equipment

Clean drains

Storage Areas

Pick up litter; keep storage area neat and tidy.

Record rest area incident report, rest area condition report and coffee break forms.

Dispose of used, empty cleaning bottles.

Visually inspect all equipment (water heaters, pipes, furnace, etfor possible leaks.

Sweep and mop lobby and entrance floor

Vacuum entryway floor mats.

Clean and remove cigarette buts from ash receptacles

Clean and disinfect drinking fountains.

Pick up litter, papers, etc.

Wash windows/doors that are accessible to public.

Spot clean ceilings.

Wash all windows including upper-level truss windows

Clean ceiling and beams/trusses.

Daily (7 X per week;

Approx 200 X per year)

Weekly (Approx 30 X per year)

G.

N/A

N/A

H.

3 X

I.

1 N/A 2 N/A

N/A

N/A

Daily (As needed;

Approx 150 X per year)

Weekly (Approx 20 X per year)

J.

1 X 2 X

X

X

Quarterly (4 X per year)

Semi-Annual (2 X per year)

X

X

Services

Bi-Weekly (Approx 15 X per year)

Monthly (Approx 7 X per year)

Apply deicer chemicals after snow/ice removal is complete.

Remove, as often as needed, any snow left between the parking area (curbside) and the sidewalk.

General Grounds Cleaning Water new landscape plantings as requested by Program Manager

Shovel/sweep as often as needed to remove snow and ice

When snow is not present, sweep away excess deicer chemical

Replace burned out light bulbs in all light fixtures

Tighten loose screws in partition doors, door closures, etc.

Plunge plugged toilets and urinals or rod if necessary

Clean and maintain flush valves on toilets and urinals

Septic tank rinse and inspection (inspection report to be given to PM)

X As requested by

Program Manager

Services

Frequency

Bi-Weekly (Approx 10 X per year)

Monthly (Approx 5 X per year)

The following minor maintenance tasks are included in Basic Janitorial Services

As-needed Minor Maintenance

Power wash walkways and sidewalk from building entrance to parking lot

Septic tank pumping (proof of septic pumping must be sent to PM a maximum of 10 days after pumping)

As requested by Program Manager

Snow and/or WinterSeason (approx. Late October - March)

See Periodic Services

X

Maintain and weed all landscaped beds, flowerbeds and mulch/wood chip covered areas

Sidewalks and Walkways

Annual Flower Beds

Sidewalks and Walkways

Remove weeds/grass growing in concrete cracks Powerwash walkways and sidewalk from building entrance to parking lot

Water as often as needed

Remove weeds Remove (deadhead) faded flowers on Medium Maintenance flower plants Shear (deadhead) faded flowers on Semi-Low Maintenance flower plants

Periodic Janitorial Services

Services

Frequency Annual (1 X Per

Year)

Remove gum

Weekly (Approx 26 X per year)

Bi-Weekly (Approx 13 X per year)

K.

X

X

4 X

X

6 X

L.

1 X 2 X

(4 X per year) (2 X per year)

M.

N/A

N.

N/A

N/A

O.

N/A

P.

Q.

2 N/A

X

X

Snow and Ice Removal Services

Annual Flower Beds

Prepare flower bed (see Schedule B.2 Section 6.A for tasks and procedure)

Plant flower plants (see Schedule B.2 Section 6.C for tasks and procedure)

Aerate turf near rest area building and in picnic areas

Aeration

Rake mulch outside mulch areas back into the original mulched areas.

Mow grass.

Basic Grounds Maintenance Services

Remove clippings, if visible, in grass areas.

Remove clippings from sidewalks, concrete pads, parking areas, flower and shrub beds.

Services

Frequency

Monthly (7 X per year)

GROUNDS MAINTENANCE SERVICES

Mowing and Trimming

Pickup and remove limbs, litter, and debris from mowing area prior to mowing.

Trim grass around all fixed objects.

Edge along all walkways and curb areas.

Remove all edging debris.

Furnish and place shredded mulch in designated areas

Edging

Services

Frequency Annual (1 X Per

Mulch

Periodic Grounds Maintenance Services

Spring Cleanup

Fall Cleanup

Rake/sweep/blow all leaves, sticks, litter, and debris from all grounds

Rake/sweep/blow all leaves, sticks, litter, and debris from all grounds

Remove plants from annual flower beds

Services

R.

S.

T.

NOTE :

Toilet tissue Contractor Plastic Trash Can Liners Contractor

Hand sanitizer dispensers & refills Contractor

Air Fresheners Contractor

*** ALL CLEANING SUPPLIES ARE TO BE PROVIDED BY THE CONTRACTOR ***

**RESPONSIBILITY FOR REPLENISHABLE SUPPLIES**

Replenishable Item Provided by

Paper towels Contractor Hand soap Contractor

Feminine Sanitary vending supplies & Disposal bags Contractor

SUPPLEMENTARY TASKS*

- To be determined by Program Manager.

Estimated number of hours per year

Calls for Additional/Emergency Services

MDOT will plow the parking lot

NOTES AND ADDITIONAL INFORMATION

● All cleaning/mowing schedules are to be established with and approved by the Program Manager (PM) at the beginning of the contract period. Service delivery begin date will be determined by PM. Any deviation from the established schedule must be pre‑approved by the PM.

Services requested by the Program Manager and performed by the contractor, which are beyond the scope of this service contract, shall be billed separately at the hourly rate quoted by the contractor for additional / emergency services.

Apply deicer

Estimated number of occurrances per year

N/A

N/A

Snow Removal on entrance ramps, car parking areas, truck parking areas, and exit ramps

Annual Quantity

Price per Month

ANNUAL

PRICE

12 x 7500 = $ 90,000.00

Annual Quantity

Price Per Service

ANNUAL

PRICE

2 $ 350.00 $ 700.00

4 $ 1,975.00 $ 7,900.00

1 $ 25.00 $ 25.00

$ 8,625.00

$ 98,625.00

Estimated Annual

Quantity

Price per Grounds

Maint. Cycle

ANNUAL

PRICE

30 x 250 = $ 7,500.00

Annual Quantity

Price Per Service

ANNUAL

PRICE

1 x $ 550.00 = $ 550.00

1 x $ 550.00 = $ 550.00

$ 1,100.00

$ 8,600.00

Septic tank pumping (proof of septic pumping must be sent to PM a maximum of 10 days after pumping)

Septic tank rinse and inspection (inspection report to be given to PM)

To be completed by Agency

BASIC JANITORIAL SERVICES includes:

Daily Tasks performed daily 7 days per week Weekly Tasks performed 1 time per week Monthly Tasks performed 1 time per month Seasonal Basic Janitorial Tasks performed as indicated Minor Maintenance Tasks performed as-needed Refuse Disposal

GROUNDS MAINTENANCE SERVICES

BASIC GROUNDS MAINTENANCE SERVICES includes:

Mowing and Trimming Edging Price is per complete Grounds Maintenance Cycle (per occurrence) days after receipt of invoice

TOTAL QUOTE FOR ONE YEAR $ 107,225.00

Reminder to Bidder: Complete spreadsheets (tabs) 2. through 5.

JANITORIAL SERVICES

Schedule C - Price

Contract Start Date: 8/22/2022

Contract End Date:

Contract Base Term (years): 3 years with 2 - 1 year extensions

TBD

Roadside Park Location

Agency

Roadside Park Name/Number

Michigan Department of Transportation

To be completed by Bidder

TOTAL ANNUAL PRICE FOR ALL JANITORIAL SERVICES

PERIODIC GROUNDS MAINTENANCE SERVICES

Spring Clean Up

Naubinway Rest Area #213

Divison / Location Superior Region/Newberry TSC

PERIODIC JANITORIAL SERVICES

Power wash walkways and sidewalk from building entrance to parking lot

TOTAL ANNUAL PRICE FOR PERIODIC JANITORIAL SERVICES

a.) Rake/blow, remove, and dispose of leaves, sticks, trash, and all other debris.

discount off invoice if paid withinQuick payment terms: 1.00%

TOTAL ANNUAL PRICE FOR PERIODIC GROUNDS MAINTENANCE SERVICES

TOTAL ANNUAL PRICE FOR ALL GROUNDS MAINTENANCE SERVICES

Fall Clean Up a.) Rake/blow, remove, and dispose of leaves, sticks, trash, and all other debris.

b.) Remove plants from annual flower bed

Email

Telephone Number

Name of Bidder's representative/agent who approved price quote

Date

38-3086608

Brian Hogan

6/3/2022

616-662-1623

5616-437-3234 bhogan@hitec-services.com

Cell Phone Number

Bidder

SIGMA VSS Vendor ID

Hi-Tec Building Services

Revised 5/03/2016 1

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000000228 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

H-Tec Building Services, Inc.

S T

A T

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

Kevin Gouza MDOT

6578 Roger Drive; Suite A 906-630-2915

Jenison, MI 48426 GouzaK@michigan.gov

Brian Hogan

C o n tr a ct

A d m in is tr a to r Mark Morrison MDOT

616-662-1623 517- 275-1834

Bhogan@hitec-services.com MorrisonM@michigan.gov

CV0036572

CONTRACT SUMMARY

DESCRIPTION: Janitorial/Grounds Services for the MDOT Sault Ste Marie Rest Area

INITIAL EFFECTIVE

DATE

INITIAL EXPIRATION

DATE

INITIAL

AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

January 1, 2022 December 15, 2025 2, 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

The Contract Agreement is awarded on the basis of the inquiry bearing the solicitation number 21000003828

ESTIMATED CONTRACT VALUE AT TIME OF

EXECUTION

$279,451.67

STATE OF MICHIGAN PROCUREMENT

Department of Transportation 425 West Ottawa Street, Lansing, MI 48933

1%/10; Net 45 ----------mailto:MorrisonM@michigan.gov

12/17/2021

Mich igan .gov/MiProcure ment

Version 2021-2 1 of 15

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Hi-Tec Building Services (“Contractor”), a Michigan Corporation. This Contract is effective on January 1, 2022 (“Effective Date”), and unless terminated, December 15, 2025.

This Contract may be renewed for up to 2 additional one-year option 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:

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

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

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract;

(g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Version 2021-2 2 of 15

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.

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:

Mark Morrison 425 W. Ottawa P.O. Box 30050 Lansing, MI 48909 MorrisonM@michigan.gov 517-275-1834

Brian Hogan 6578 Roger Drive Suite A

Jenison, MI 49428

BHogan@Hitec-services.com 616-662-1623 ext. 113

Contract Administrator. The Contract Administrator for each party is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

State: Contractor:

Mark Morrison 425 W. Ottawa P.O. Box 30050 Lansing, MI 48909 MorrisonM@michigan.gov 517-275-1834

Brian Hogan 6578 Roger Drive Suite A

Jenison, MI 49428

BHogan@Hitec-services.com 616-662-1623 ext. 113

Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

Kevin Gouza MDOT Newberry TSC 14113 M-28 Newberry, MI 49868 906-630-2915 GouzaK@michigan.gov

Brian Hogan 6578 Roger Drive Suite A

Jenison, MI 49428

BHogan@Hitec-services.com 616-662-1623 ext. 113

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 mailto:MorrisonM@michigan.gov mailto:BHogan@Hitec-services.com mailto:MorrisonM@michigan.gov mailto:BHogan@Hitec-services.com mailto:BHogan@Hitec-services.com

Version 2021-2 3 of 15 in Schedule A – Statement of Work) if, in the opinion of the State, it will ensure performance of the Contract.

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 otherwise result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by a company with an A.M. Best rating of "A-" or better, and a financial size of VII or better.

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum Limits:

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

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 20 10 12 19 and CG 20 37 12 19.

Coverage must not have exclusions or limitations related to sexual abuse and molestation liability.

Automobile Liability Insurance

Minimum Limits:

$1,000,000 Per Accident

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

Workers' Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimum Limits:

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

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

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

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within twenty (20) calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurance 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).

Reserved.

Reserved.

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.

Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest.

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

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

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

Version 2021-2 5 of 15 may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, or as may be specified in Schedule A, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

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.

Change of Control. Contractor will notify within 30 days of any public announcement or otherwise once legally permitted to do so, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock;

(b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

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

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

Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in Schedule A. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 23, Termination for Cause.

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Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract.

However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

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

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

Reserved.

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

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

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

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

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

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

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

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

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

http://www.michigan.gov/SIGMAVSS

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

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

Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”).

This Contract will automatically be extended through the end of the transition period.

General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b)

Version 2021-2 9 of 15 any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced. Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations.

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense if the State deems necessary. Contractor will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

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

Limitation of Liability and Disclaimer of Damages. IN NO EVENT WILL THE

STATE’S AGGREGATE LIABILITY TO CONTRACTOR UNDER THIS CONTRACT,

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

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

CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED THE

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

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Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 14 calendar days of receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively, “Proceeding”) involving Contractor, a subcontractor, or an officer or director of Contractor or subcontractor, that arises during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil Proceeding involving: (1) a claim that might reasonably be expected to adversely affect Contractor’s viability or financial stability; or (2) a governmental or public entity’s claim or written allegation of fraud; or (e) a Proceeding involving any license that Contractor is required to possess in order to perform under this Contract.

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

Reserved.

Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties.

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

a. Meaning of Confidential Information. For the purposes of this Contract, the term “Confidential Information” means all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was: (a) subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing party without an obligation of confidentiality; or,

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

b. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or

Version 2021-2 11 of 15 otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to a subcontractor is permissible where: (a) use of a subcontractor is authorized under this Contract; (b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and (c) Contractor obligates the subcontractor in a written contract to maintain the State's Confidential Information in confidence. At the State's request, any employee of Contractor or any subcontractor may be required to execute a separate agreement to be bound by the provisions of this Section.

c. Cooperation to Prevent Disclosure of Confidential Information. Each party must use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party must advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

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

e. Surrender of Confidential Information upon Termination. Upon termination of this Contract or a Statement of Work, in whole or in part, each party must, within…