CONTRACT CHANGE NOTICE

Change Notice Number 3 .

to

Contract Number 591M220000000738.

C O

N T

R A

C T

R

National Industrial Maintenance Inc.

S T

A

E

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

Mike Budai (Taylor TSC) 248-343-3697 BudaiM@michigan.gov

MDOT

4400 Stecker Dearborn, MI 48126

Brian Brandom (Detroit Maintenance Garage)

MDOT

CV0036608

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

(313) 597-1699 (517) 993-1933 bmalinowski@nimmi.com kendrickr1@michigan.gov

STATE OF MICHIGAN PROCUREMENT

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

CONTRACT SUMMARY

DESCRIPTION: Sweeping Services – Taylor TSC and Detroit Maintenance Garage, Michigan Department of

Transportation (MDOT)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

April 15, 2022 April 14, 2025 2 one-year options April 14, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 days N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

☒ 2-years ☐ April 14, 2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$4,316,345.72 $3,270,766.52 $7,587,112.24 DESCRIPTION: Upon execution, the Contract is increased by $3,270,766.52 and exercising 2-year options for as-needed contract for Sweeping Services State Trunklines for Taylor TSC and Detroit Maintenance Garage.

The Contract Administrator has changed to Rechelle Kendrick.

Per State Administrative Board approval March 11, 2025.

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

mailto:kendrickr1@michigan.gov

PART II – SCHEDULE B – PRICING

Location: Taylor TSC

ITEM DESCRIPTION UNIT QUANTITY

UNIT

PRICE

PER UNIT

TOTAL COST

PER YEAR

TOTAL FOR TWO

YEARS

Routine Freeway Sweeping - Taylor TSC

Curb Mile 3,057.06 $287.00 $877,376.22

$1,754,752.44

Routine Non-Freeway Sweeping - Taylor TSC

Curb Mile 434.88 $208.00 $90,455.04

$180,910.08

Bi-weekly Ramps - Taylor TSC

Cycle 18 $2,550.00 $45,900.00

$91,800.00

Optional Trunkline Sweeping -

Curb Mile 500 $367.50 $183,750.00

$367,500.00

Optional Trunkline Junking - Taylor TSC

Curb Mile 500 $56.00 $28,000.00

$56,000.00

Emergency Response, Sweeper - Taylor TSC

Hour 200 $200.00 $40,000.00

$80,000.00

Emergency Response, Vac-All -

Hour 200 $200.00 $40,000.00

$80,000.00

Emergency Response, TMA -

Hour 200 $175.00 $35,000.00

$70,000.00

TOTAL $1,340,481.26 $2,680,962.52

Sweeping Services Detroit Maintenance Garage

ITEM

DESCRIPTION

UNIT QUANTITY PRICE

PER UNIT

PRICE

PER

CYCLE

Estimate # of Cycles

Total cost per year

Total cost for two years

Routine Non-Freeway Sweeping - Detroit Maint Garage

Mile 117 $208.00 $24,336.0

$7.00 $170,352.00 $340,704.00

Increase Frequency - Detroit Maint Garage

Mile 10 $208.00 $2,080.00 $10.00 $20,800.00 $41,600.00

Sweeper - Detroit Maint

Hour 1 $200.00 $200.00 $100.00 $20,000.00 $40,000.00

Vac-All - Detroit Maint

Hour 1 $200.00 $200.00 $200.00 $40,000.00 $80,000.00

TMA - Detroit Maint

Hour 1 $175.00 $175.00 $250.00 $43,750.00 $87,500.00

TOTAL $294,902.00 $589,804.00

The State is not obligated to purchase in the quantities listed. The exact number and frequency of services needed are unknown and weather dependent. The Contractor is responsible for any damage done to any property while performing sweeping services and will be required to make repairs accordingly.

Change Notice Number 2 .

Contract Number 220000000738

N T

R A

C T

In fo rm a ti o n

National Industrial Maintenance Inc.

4400 Stecker Dearborn, MI 48126

A g ra m M a n a g e r Mike Budai (Taylor TSC)

248-343-3697 BudaiM@michigan.gov Brian Brandom (Detroit Maint Garage) 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

C o n tr a ct

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

313-597-1699 HarrisT@michigan.gov bmalinowski@nimmi.com

3CONTRACT SUMMARY

Sweeping Services – Taylor TSC and Detroit Maintenance Garage

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

April 15, 2022 April 14, 2025 Two 1-year April 14, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

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

$4,316,345.72 $0.00 $4,316,345.72

Effective September 30, 2024, Schedule A, Sections 7.1. Invoice Requirements and 7.1.1 Taylor TSC Invoices are revised per the following Attachment to Change Notice 2.

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

STATE OF MICHIGAN PROCUREMENT

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

CHANGE NOTICE NO. 2 TO CONTRACT NO. 220000000738

Attachment to Change Notice 2

Schedule A, Sections 7.1. Invoice Requirements and 7.1.1 Taylor TSC Invoices are replaced and revised as follows:

7.1. Invoice Requirements

Services performed on routes/roadways under the jurisdiction of Taylor TSC must be invoiced separately from services performed on routes/roadways under the jurisdiction of Detroit Maintenance Garage. All invoices submitted to the State must include:

(a) Bill to location (Taylor TSC or Detroit Maintenance Garage)

(b) Invoice date

(c) Vendor-generated invoice number

(d) MDOT’s Delivery Order/Contract number

(e) Service date

(f) Item description including routes/roadways serviced

(g) Quantity

(h) Unit price

(i) Total price

7.1.1 Procedure

All invoices must be submitted on a monthly basis and reflect actual work done during the invoice time period.

(a) Invoices for services performed on routes/roadways under the jurisdiction of Taylor TSC must be submitted via email to MDOT-Taylor- Invoices@michigan.gov.

(b) Invoices for services performed on routes/roadways under the jurisdiction of Detroit Maintenance Garage may be mailed to the attention of the Program Manager, Brian Brandom, at:

MDOT Detroit Maintenance Garage 1500 E. Ferry St.

Detroit, MI 48917

OR

Invoices may be submitted via email to Brian Brandom at

BrandomB@michigan.gov.

mailto:BrandomB@michigan.gov

Change Notice Number 1 .

Contract Number 220000000738

N T

R A

C T

In fo rm a ti o n

National Industrial Maintenance Inc.

Dearborn, MI 48126

A g ra m M a n a g e r Mike Budai (Taylor TSC)

248-343-3697 BudaiM@michigan.gov Brian Brandom (Detroit Maint Garage) 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

C o n tr ct

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

313-597-1699 HarrisT@michigan.gov bmalinowski@nimmi.com

3CONTRACT SUMMARY

Sweeping Services – Taylor TSC and Detroit Maintenance Garage

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

April 15, 2022 April 14, 2025 Two 1-year April 14, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

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

$4,021,443.72 $294,902.00 $4,316,345.72

Effective January 3, 2024, the following changes are made to this Contract:

1. Non-freeway routes under the jurisdiction of MDOT Detroit Maintenance Garage (DMG) are added to the contract per the attached specifications and pricing.

2. The Contract Value is increased $294,902.00 for DMG’s as needed services.

3. The Contractor’s Contract Administrator is changed to Brian Malinowski.

4. The Contractor’s Program Manager is changed to Bob Davis, bdavis@nimmi.com, 313-220-0335.

5. The State’s Contract Administrator is changed to Terry Harris.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement and State Administrative Board approval on January 2, 2024.

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

CHANGE NOTICE NO. 1 TO CONTRACT NO. 220000000738

FOR THE CONTRACTOR:

National Industrial Maintenance Inc.

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

FOR THE STATE:

Signature

For Director Michigan Department of Transportation Agency

SCHEDULE B – ADDITIONAL PRICING

Contract No. 220000000738 Trunkline Sweeping, Wayne County

Routes under Detroit Maintenance Garage jurisdiction

Price Schedule

A B C D E F G

Item Description Unit

Estimated Quantity

Per Cycle/ Occurrence Unit Price

Price Per Cycle/

Occurrence (Column C x Column D)

Est. # of Cycles/

Occurrences Per Year

Total Yearly Price

(Column E x Column F)

Routine Non-Freeway Sweeping

Mile 117 $208.00 $24,336.00 7 $170,352.00

Increase Frequency Mile 10 $208.00 $2,080.00 10 $20,800.00

Emergency Response, Sweeper

Hour 1 $200.00 $200.00 100 $20,000.00

Emergency Response, Vac-All

Hour 1 $200.00 $200.00 200 $40,000.00

Emergency Response, TMA

Hour 1 $175.00 $175.00 250 $43,750.00

GRAND TOTAL 1-YEAR PRICE $294,902.00

Additions to Schedule A – Statement of Work

The following additions are made to Schedule A for Detroit Maintenance Garage routes.

Section 2.1.1 Routine Curb/Trunkline Sweeping The Contractor shall perform up to seven (7) complete curb sweeping cycles per year on the routes identified under Detroit Maintenance Garage jurisdiction for routine sweeping. The routine complete curb sweeping will be performed between March 30th and November 15th of each year or as directed by the Program Manager.

Each of the seven (7) routine complete curb/street sweepings will be performed according to a schedule determined by the Program Manager. Typically, six (6) sweepings will be scheduled as follows with an additional sweeping at the discretion of the Program Manager. However, the schedule and number of sweepings is as directed by the Program Manager and not guaranteed.

1. Completed before Tigers Opening Day

2. Last week of May, before the Memorial Day holiday

3. Last week of June, before the 4th of July holiday

4. First week of August

5. First week of September

6. Second week of October

DETROIT MAINTENANCE GARAGE LOCATION INFORMATION

PART I – CONTACT INFORMATION

Program Manager: Brian Brandom MDOT Detroit Maintenance Garage 1500 E. Ferry St.

Detroit, MI 48211 313-874-2140 BrandomB@michigan.gov

PART II - ROUTE DETAILS

Route Details: (All routes are non-freeway)

Route Street Limits

M-1 Woodward Adams to (M-102) Eight Mile Rd

M-3 Gratiot Randolph to (M-102) Eight Mile Rd

M-3 Randolph Jefferson to Gratiot

M-8 Davison Woodrow to Ewald Circle

M-5 Grand River Cass to Berg Rd

US-12 Michigan Ave Cass to Wyoming

M-53 Van Dyke (M-3) Gratiot to (M-102) Eight Mile Rd

M-97 Hoover-Gunson (M-3) Gratiot to (M-102) Eight Mile

M-85 Fort St. Griswold to Outer Drive

M-10 Jefferson Griswold East to St Antoine

BL-375 Randolph Jefferson North to Cadillac North

Detail for “Routine” Sweeping Services:

Route Street Limits Mileage

Cycles per

Year

M-1 Woodward (CS 82131) US-12 South of Jefferson Adams to (M-102) Eight Mile Rd.

(Has directional crossovers)

26.832 7

M-3 Gratiot (CS 82702) Randolph North to (M-102) Eight Mile Rd.

17.922 7

Cycles per

Year

M-8 Davison (82105) Woodrow Wilson to 12t Street (82103) 12th Street to Ewald Circle;

4.15 7

M-5 Grand River (CS 82121) Rouge River near Berg Rd South to Cass;

14.043 7

US-12 Michigan Ave (CS 82062) Wyoming East to Griswold; 11.2 7

M-53 Van Dyke (CS 821151) Gratiot North to (M-102) Eight Mile Rd.

9.740 7

M-97 Hoover-Gunson

(CS 82171) (M-102) Eight Mile South to Hoover.

.517 7

(M-102) Eight Mile to Gratiot (M-3). 5.254 7

M-85 Fort St.

(CS 82071) Griswold to Outer Drive.

(Has some directional crossovers)

24.3 7

M-10 Jefferson (CS 82112 Griswold East to St Antoine 2.288 7

BL-375 Randolph (CS 82132) Jefferson North to Cadillac North .778 7

Total 117.024

Detail for “Increase Frequency” Sweeping Services:

Cycles per

Year

M-1 Woodward (CS 82131) US-12 South of Jefferson. .477 10

(CS 82131) I-94 South to Adams. 4.22 10

M-3 Gratiot

(CS 8132) Randolph from Gratiot South to Cadillac Square.

.879 10

(CS 82072) I-375 South to Randolph. .497 10

US-12 Michigan Ave Cass to Wyoming. .764 10

M-10 Jefferson (CS 82112) Griswold East to St Antoine. 2.288 10

BL-375 Randolph (CS 82132) Jefferson North to Cadillac. .778 10

Total 9.903

NOTE: All Mileage and Cycles per Year quantities are estimates only.

PART III – MAP OF SWEEPING ROUTES

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000000738 .

between

THE STATE OF MICHIGAN

and

N T

R A

C T

National Industrial Maintenance

T

A g ra m

M n a g e r

Mike Budai MDOT

4400 Stecker 248-343-3697

Dearborn, MI 48126 BudaiM@michigan.gov

Gregory Tackett C o n tr a c t

A d m in is tr a to r Laura Dotson MDOT

313-945-6464 517-230-1612 gtackett@nimmi.com DotsonL2@michigan.gov

CV0036608

CONTRACT SUMMARY

DESCRIPTION: Sweeping Services-Taylor TSC

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

4/15/2022 4/14/2025 2, 1 year renewal options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MISCELLANEOUS INFORMATION

This Contract Agreement is awarded on the basis of the inquiry bearing the solicitation number 220000001282. State Administrative Board approval dated 4/12/2022.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $4,021,443.72

425 W. Ottawa, Lansing, MI 48933 PO Box 30050, Lansing MI 48909

CONTRACT NO. 220000000738

FOR THE CONTRACTOR:

National Industrial Maintenance, Inc.

Company Name

Authorized Agent Signature

Gregory Tackett Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Carol Rademacher, for the Department Director Name & Title

Agency

Date

4/15/2022

4/20/2022

Revised 5/03/2016

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and National Industrial Maintenance, Inc (“Contractor”).

This Contract is effective on April 15, 2022 (“Effective Date”), and unless terminated, expires on April 14, 2025.

This 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 (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

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

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

and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

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

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

Mike Budai 6510 Telegraph Taylor, MI 48180 BudaiM@michigan.gov 248-343-3697 and

Laura Dotson 425 W. Ottawa Lansing, MI 48933 DotsonL2@michigan.gov 517-230-1612

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 change under this Contract (each a “Contract Administrator”):

State: Contractor:

Laura Dotson 425 W. Ottawa Lansing, MI 48933 DotsonL2@michigan.gov 517-230-1612

Greg Tackett 4400 Stecker Dearborn, MI 48126

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

State: Contractor:

Mike Budai 6510 Telegraph Taylor, MI 48180 BudaiM@michigan.gov 248-343-3697

Greg Tackett 4400 Stecker Dearborn, MI 48126

5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in Schedule A – Statement of Work) if, in the opinion of the State, it will ensure performance of the Contract.

6. Insurance Requirements. Contractor, at its sole expense, must maintain the insurance coverage identified below. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or otherwise result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including mailto:gtackett@nimmi.com mailto:gtackett@nimmi.com mailto:gtackett@nimmi.com 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.

Umbrella or Excess Liability Insurance

Minimum Limits:

$5,000,000 General Aggregate

Contractor must have their policy follow form.

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 (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).

7. Reserved

8. Reserved

9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract.

Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors.

Prior performance does not modify Contractor’s status as an independent contractor.

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

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

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

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

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

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

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

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

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

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

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities.

Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

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

23. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against 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 http://www.michigan.gov/SIGMAVSS within this Contract will not be construed to mean that other breaches are not material.

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

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

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

25. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates;

(b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State;

(d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). This Contract will automatically be extended through the end of the transition period.

26. General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable);

and (d) any acts or omissions of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

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

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

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

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

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

THE STATE’S AGGREGATE LIABILITY TO CONTRACTOR UNDER THIS

CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN

CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE

OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER

THIS CONTRACT, EXCEED THE MAXIMUM AMOUNT OF FEES PAYABLE

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

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

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

31. Reserved

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

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

b. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to a subcontractor is permissible where: (a) use of a subcontractor is authorized under this Contract; (b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and

(c) Contractor obligates the subcontractor in a written contract to maintain the State's Confidential Information in confidence. At the State's request, any employee of Contractor or any subcontractor may be required to execute a separate agreement to be bound by the provisions of this Section.

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

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

e. Surrender of Confidential Information upon Termination. Upon termination of this Contract or a Statement of Work, in whole or in part, each party must, within 5 calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession, custody, or control; provided, however, that Contractor must return State Data to the State following the timeframe and procedure described further in this Contract. Should Contractor or the State determine that the return of any Confidential Information is not feasible, such party must destroy the Confidential Information and must certify the same in writing within 5 calendar days from the date of termination to the other party. However, the State’s legal ability to destroy Contractor data may be restricted by its retention and disposal schedule, in which case Contractor’s Confidential Information will be destroyed after the retention period expires.

33. Reserved

34. Reserved

35. Reserved

36. Records Maintenance, Inspection, Examination, and Audit. The State or its designee may audit Contractor to verify compliance with this Contract.

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

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

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

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

A breach of this Section is considered a material breach of this Contract, which entitles the State to terminate this Contract under Section 23, Termination for Cause.

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

40. Prevailing Wage. Contractor must comply with prevailing wage requirements, to the extent applicable to this Contract.

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 information that is unrelated to the person’s ability to perform the duties of a particular job or position. Breach of this covenant is a material breach of this Contract.

43. Unfair Labor Practice. Under MCL 423.324, the State may void any Contract with a 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 https://www.michigan.gov/whitmer/0,9309,7-387-90499_90704-486781--,00.html 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…